Freezing: Enter Ultimate Hero
by krrish0oooo75
Summary: Ben 10 clashed with Malware one last time but couldn't defeat the sinsiter Malware. As he was being absorbed into the Malware, Ben uses self destruct to finish Malware off as a final suicidal attack. However Dying was never an option for him
1. Chapter 1

**Flashback (2 hours ago)**

Benjamin Kirby Tennyson. A name that we all know, the wielder of the awe inspiring Ultimatrix who has just turned 17 couple of months ago . Many things have changed since last year, like the team having been disbanded because Gwen and Kevin wanted to return to normal , during this time-frame found some new ultimate forms. A very heartbreaking break up with Julie wore on Ben more than he'd like to admit. It took noticeable time for Ben to adjust after that but he finally let go of it because it's life you can't get everything you like .

Now handling fan girls, fighting villains old and new, dealing with the still annoying Will Harangue, stopping criminals both alien and human, recovering from his nasty break up with Julie, Ben was busier than ever. It was safe to say that he grew up and became more mature now, his egoistic and cocky attitude have lessened to much more satisfactory levels, as had his infamous overconfidence but they are still present(and always will be). It won't be too much to say even without the ultimatrix he was quite better. After that summer trip on which Ben got the omnitrix, He always got unofficial plumber training from Grampa Max and Granduncle Gordon or Cousin Joel. Gwen taught him martial arts and Kevin taught him street brawling. Not to forget all those things he picked up from the spars with Rook and brawling experience he had with aliens like **Fourarms **and **Kickin Hawk**

So now what did he do in the last year. Well he was as busy as a bee . There was a new villain named Khyber the huntsman. The most dangerous and skillful among Ben's enemies. Also there was a evil **Brainstorm** who created a device which contained the predators of most of the aliens Ben could turn into. Not to forget his old enemy Malware also joined forces with them cornering our hero in one of his most tough situation. Dr Psychobos and Malware invented this device not only for humiliating Azmuth but also to hunt the wielder of ultimatrix and kill him.

The nemetrix was a device which contained the non sentinel predatory species of the omnitrix aliens so it could only be wore by a non sentinel. That's why Khyber gave the nemetrix to his dog also Ben came to know that Khyber was chasing him since he was 11 years old. Every situation was against our hero but then he was not alone. Rook Blonko proved to be a very good partner in a lot of very critical situations. Rook Blonko was assigned to him by his gram pa. Rook Blonko was a topper of plumber academy and he was the best, but less experienced. Ben Tennyson was the most experienced , Rook was the most trained .Together they made a powerful team.

Despite having the advantage every time Khyber attacked Ben and Rook forced him to retreat. Ultimate forms really came handy in the tough times. Thanks to Ben's advanced intuition and intuitive aptitude no matter what form Khyber's dog came with, in the end it got beaten.

Azmuth wanted to give new omnitrix to Ben but the ultimatrix somehow refused to leave him .No matter how much they tried to remove it, They couldn't. Not that Ben was complaining because the ultimatrix really came handy against Khyber and his dog.

Just when things weren't in their favor Khyber betrayed Psychobos and escaped with the nemetrix. But that didn't matter because Ben had beaten him every time he attacked him. His whereabouts are still unknown. Psychobos faced Azmuth for a final one on one and got captured. But the real problem appeared. The one named Malware. Ben, Gwen and Kevin teamed up once again alongside Grampa Max to stop the destruction of Galvan planet.

Malware destroyed Galvan B and used its pieces to infect Galvan Prime. Azmuth tried to reason with Malware by telling him that there is still time for him to stop and they can work together to make him whole. However, the planet defenses attacked Malware which caused him in his insanity to believe that Azmuth was trying to deceive him.

"Aha I did it again" **Ultimate** **Waybig **cheered and pumped his fists in the air

"Umm...I dunno buddy. It's never that easy" Kevin sighed as he absorbed some of the metal on Way Big's shoulder

"Oh come on buddy. I stomped over him, There is no way he could have survived . You go and search for everyone else while I handle the situation here" **Ben **replied with a groan. Kevin sighed but he quickly followed Ben's order and jumped off his shoulder

"Alright Mal I have got you now finally" Ben growled as he stomped over Malware several times trying to crush him under his feet. But towards his annoyance the Malware's part started forming on Ben's feet

"Oh no not this time bastard" **Ben **yelled as he got the black goo off his leg after much effort

"You are a fool Ben 10" A malicious voice said from behind

" Not again" Ben sighed as powerful punch smacked him on the ground

"You can never defeat me Tennyson" Malware smirked as he threw his body parts towards Ben. Ben quickly rolled out of the way and pulled his hands forward in a circular motion " This is a good bye Mal"

A powerful cosmic ray was fired towards Malware destroying his body part and smashing him on a ground with a large thrust.

"Feh, Finally that bastard is gone now" Ben sighed and walked over towards Malware's remains but he didn't know that it was far from over yet.

"Arghh...What?" Ben growled as his feet was absorbed into black liquid. Ben's eyes widened in horror as he looked in front of him

"He he he your loyalty towards Azmuth had bought you to your end. Good bye Ben 10" Malware barked as he completely absorbed Ben**'s**body

**Inside Malware**

"Arghh...Where am I?" Ben groaned as he found himself inside a red bubble. He looked around him . There were a lot of things . Ben was able to recognize a few of them. Like proto tool , A plumber weapon, Proto truck...His eyes widened as the realization hit him. Damn! he was inside Malware's guts

"I gotta do something" Ben growled as he tried to activate his omnitrix but no matter how many times he tried he couldn't move even a finger of his

"Damn! I am totally helpless now" Ben sighed and closed his eyes. This was bad. Really bad. He was the hero. He gotta do something but the question was How? and what?

"The omnitrix...It had got a self destruct system. Yeah, How did I forget it?. If I allow it get charged for 4 or 5 minutes the explosion will be more than able to destroy an entire planet . If I charge it for 3 minutes ...BOOM...Malware will be gone .forever...and me too" Ben said to himself as a tear rolled over his cheek

"Mom , Dad, Grampa, Gwen, Kevin, Rook, Easter ...and Julie even though we are not together now I will always miss you guys and I am sorry I have to leave this early. I hope I made you proud Grampa and Azmuth" Ben closed his eyes with a smile

"I hope this command still works in the new omnitrix. Omnitrix, self-destruct in 230 seconds, command code 0, 0, 0, destruct, 0"  
" Destruct sequence completed and engaged. Detonation in T-230 seconds"

"230"

"229"

" "

" "

" "

" "

"2 "

"Yippi ke yay Mal bastard" Ben chuckled

"1"

"BOOOOOOOOOOOOOOOOM"

With a large explosion every part of Malware was scattered on the Galvan prime. Azmuth's eyes turned watery as the realization hit him. Grampa Max turned towards Azmuth and said " What was that Azmuth?"

"Ben...He used the self destruct. He sacrificed himself to save all of us. Even though he was an immature kid he was a true hero" Azmuth spoke in shaken voice

"NOOOO. It isn't true. He can't die" Grampa Max

"Benjamin Tennyson...Even though somethings about him were exaggerated but still he was a one man army. Lived like a legend, Died like a hero" Rook sobbed as he saluted his fallen comrade

Gwen didn't took this well. She started sobbing uncontrollably and fell on ground. Kevin tried to comfort her but he too was caught in a grave grief

"Ben...He...was a hero. Hero's don't die ..Kevin..." Gwen spoke in between her sobs

"I hope so Gwen...I really hope so" Kevin spoke with teary eyes

But was that possible? Was Ben really dead? or there was something else. Like in the stories and comics in our real life too everything turns out alright in the end and if that's not happening...the story is far from over my friend..far far from over

**Scene change**

* * *

In another world and dimension on a planet called Earth, there had been a war going on. Though the perpetrators of this conflict weren't from this planet, they were from a far off world and were the deadliest that the Earth had ever seen. These beings were called Nova, and they had been terrorizing the planet for many years. The Nova were extremely strong and powerful that not even regular conventional weapons such as missiles could destroy them. Even the world's most powerful nuclear weapons didn't lay a single scratch on them.

In the 4th Nova clash the earth's strongest protector who was granted an ultramodern alien tech clashed with them, He fought until his last breath and took down 15000 S class Novas with him. As long as he was alive the no Nova managed to scratch the surface of the earth. That was the era of peace and prosperity. That was the Era of the man named Benjamin Kirby Tennyson. Who was also commander in chief of earth's military forces.

However the death of Ben Tennyson didn't go into vain, Novas didn't strike for another 30 years but still the battle may have won, A long bloodthirsty war was ahead and the protector of earth was gone

In order to fight the Nova, the governments of the world began to develop young women into Pandoras, warriors with abilities beyond normal humans. The Pandoras gain their power from Nova tissue called stigmata, which are implanted into their backs. And in addition, each Pandora is to partner with a male enhanced warrior called a Limiter. When a Pandora and a Limiter become partners, they're bonded together through a ceremony called baptism, in which both trade stigmata in order to perform an Ereinbar Set, in which the Limiter can use his main ability called Freezing. With Freezing, a Limiter is able to lift a Nova's own Freezing area so that the Pandora could attack with her signature Volt Weapon.

The year on Earth was 2064, and the world was at peace. It had been four years since the 8th Nova Clash, and only a few minor clashes had occurred since then. The location of the other part of this story takes place at a private academy in Japan called West Genetics. Currently, the academy was having its annual Carnival, where Pandora fighters would battle each other for rank in their class. And it was the second years' that were competing against each other.

"I see clearly why they call you 'The Untouchable Queen'," said a young woman. She was sixteen years old with red hair tied up in two ponytails, and wore a purple school uniform. "You may be number one out of all the second year students, but that's all about to change today when you face your defeat at the hands of me, Ganessa Roland. So prepare yourself, Satellizer L. Bridget!"

The two Pandora warriors then charged at each with ferocious speed. The red haired woman's opponent was none other than Satellizer L. Bridget, first ranked student of the second years' at West Genetics. She was a tall blonde woman of seventeen years of age with a huge bust and curved body, which were covered by her long red dress uniform. She had earned her name "The Untouchable Queen" as a result of never losing a single battle, and the fact that she has a big fear of being touched by anyone.

"Hope you said your prayers," Ganessa shouted. "Chains of Binding!"

Six chain flails then appeared from her back and launched them toward Satellizer. However, Satellizer was able to block off Ganessa's attacks with her volt weapon Nova Blood. She then proceeded to charge at the red haired girl and swung her blade at her. The attack sliced Ganessa's uniform at her right arm, which also cut into her skin. Blood suddenly spewed from her arm, and she let out a small cry of pain.

Ganessa looked down at her arm with a look of shock on her face. The expression suddenly went to a small dark sinister smile. "Well it seems like you've finally drawn first blood from me," Ganessa said. "And because of that, YOU WILL PAY DEARLY!"

* * *

Back on Earth, the fight between Ganessa and Satellizer continued. Their fight had drawn both of each other out of the Carnival area and onto the school grounds. They endlessly attacked another with fierce force. They then stopped in order for each one to catch their breath.

Satellizer stood still with her Nova Blood weapon still in her left hand. _I can't lose, _she thought to herself. _I absolutely can't lose._

"Sister, is that you?" Satellizer look over her shoulder and saw a young boy who appeared to be fifteen standing behind her.

"So you were alive this whole time," the boy said. He then ran up to Satellizer and grabbed her by the waist, knocking both of them on the ground. "Oh sister, I've missed you so much. Don't ever leave me again!"

"What the heck!" Satellizer said shocked. "Who are you suppose to be? Let go of me."

"Sister, I promise that we'll never be apart again," the boy said as he dug his face into her breasts. Satellizer softly moaned out in pleasure.

"Please stop," Satellizer said. "Stop or else you're going to…"

A bright blue honeycomb structure suddenly appeared beneath the two, though Satellizer was the only one who noticed it. "This is Freezing? But now I can't move," she said to herself. Suddenly out of nowhere, seven strange crystal objects fell in front of Satellizer.

"What are those suppose to be?" Satellizer questioned.

"I'VE FINALLY GOT YOU SATELLIZER L. BRIDGET!" Satellizer looked up to see Ganessa charging right at her with her Volt Weapon, and there was nothing she could do to defend herself.

**Scene change**

As the explosion took place Ben heard nothing. Only thing he could feel was pain. His every sense had became pain in a way. The next thing he knew was that a bright green light engulfed him . Darkness from all sides were surrounding him . Ben felt every part of his body ripped away. He wanted to scream but he couldn't . He was pretty sure he screamed in absolute agony. Yet, he could not hear his own screams. This caused his mind to be unable to piece anything coherent together. He groped the air, and wondered if this was really his death

Time once again crawled to a near stop.

The throbbing pain in his body started increasing. He felt as if he was stabbed by a lot of daggers or shot by a bullet. The yells ceased after several spine chilling moments.

Another wave of green blinding light engulfed him, and this time Ben blacked out completely from what occurred. His mind shut down. He wondered if this was what the end was supposed to be like.

There was nothing, but black. For a moment Ben felt like he was going through a very tiny tube

Ben had no sense that he ever existed for the next several moments.. Finally what it seemed like hours to Ben, He saw light Peaceful respite flooded his body as he was pulled free from the world of pain. The burnt bruised wielder of the Ultimatrix opened his eyes and cursed

He was 2000 feet up in the sky and he was falling. For a moment he cursed, If he was dead then why was he feeling pain? Also why the Ultimatrix was still on his wrist? How can a man die two times in a day? . Despite increasing momentum he managed to grab on a hold on his watch and smacked the dial. He refused to die a death like this. A bright green flash engulfed the area

**Frankenstrike** appeared in his place and started falling more quickly, Ben cursed his luck once again as his attempts to change into other form failed. He yelled as he dashed towards the ground with increased momentum, All of his attempts in slowing down resulting in failure

**BAAM**

"PREPARE TO TASTE DEFEAT," shouted Ganessa. She launched her chains directly at Satellizer. Just as soon as Ganessa was about achieve victory, something from the sky fell directly on top of her, sending her crashing to the ground. Her chain flails immediately disappeared.

Satellizer then thought to herself,_ What in the world just happened? _and suddenly a blinding red flash of light engulfed the area. Ganessa was lying on the ground unconscious . She had been close to being defeated until the strange object...fell onto her

Satellizer looked in shock as she saw Ganessa lying on the ground unconscious. She had been close to being defeated until a strange object fell from the sky and landed right on Ganessa. It was only then that she suddenly remembered the boy that was still clinging onto her.

"Get off of me," Satellizer said as she pushed the boy off her. She ran over to Ganessa to see what had happened. _What am I even doing? This isn't like me at all, _Satellizer thought to herself.

Once she got close to Ganessa, she realized that it wasn't something that fell on her, but rather someone. The person that fell on Ganessa was a teenager around her age wearing green flank jacket with a number of 10 and a pair of black jeans.

"Hey, are you alright," Satellizer asked the boy. The boy shook his head several times and tried to get a clear view. Once his heavily blurred vision cleared, he could see the image of a blonde haired blue eyed girl over him.

"Whoa that was one hack of a crazy experience" Ben chuckled as he slightly grunted in pain and slowly stood up. Thankfully despite being injured , he was still able to use his feet

Suddenly a voice over a loud speaker came on. "The second year Pandora Carnival has concluded. The winner of the Carnival is Satellizer L. Bridget. All injured Pandora are to be escorted to the medical center immediately"

"Pandora? Carnival? Huh, What the heck is this all about?" Ben dumbfounded and before he could voice his thoughts a helicopter came flying towards where he and the others were standing. Two medics came out of it with a stretcher and proceeded to lift Ganessa on board

The chopper was quickly off , on its way to the medical center. Ben looked at the chopper flying off and turned to Satelizer " Did I ..."

"You kinda dropped in during our battle and knocked her out" Satelizer responded in a monotonous tone

"Battle?" Ben blinked and looked at the area surrounding him which had traces of destruction all over on it

Where the hack was he?

**Scene change**

Sister Margaret was about to faint when she saw the figure on the screen, As she slowed the speed of video she caught Frankenstrike falling on Ganessa and quickly transforming back into human. The other unique thing was the symbol on his chest...

The symbol which hadn't been seen in last 40 years

The symbol of hope, The symbol of peace, The symbol of courage... Then the boy stood up revealing the same trademark jacket she once saw years ago. It was the same outfit, The same eyes...There was no way she could forget the one who saved her life in childhood. While the one who saved her was quite older at that time but she was well aware on how he looked at a young age. Everyone who served Military at a point knew who was that man

She shook her head several times and repeated the clip over and over until she was sure that it wasn't a dream. She rubbed her eyes once again and pressed a button , Suddenly a large screen appeared in front of her

An image of a brown haired girl in a military uniform appeared and asked in a curious tone "Margaret? Why did you call out of sudden?"

"I am sending a clip to you, Make sure that the Admiral of the fleet sees it" Sister Margaret spoke in an impatient tone

"But Margaret admiral Ten..."

"I know that he is a really busy man but I am his daughter now get him to see this clip immediately" And with that Sister Margaret cut off the communication. The lady sighed and rushed towards the Admiral of the Fleet's office

"May I come in sir!" She asked with a knock.

"Come in Lt Huxly" The aged voice replied, Lt Huxly opened the door without wasting any moment. The Admiral was seating on his chair reading a few files, On the first look it seemed that he was getting ready for an important meeting

"Sir, Margaret called she wanted to see you a clip she recently sent you" Lt Huxly spoke with a salute

"Well, You can see I can't. I have a meeting with Chevaliour's in 15 minutes. I will do it after couple of hours" Admiral spoke in a miffed tone. Getting busy at this old age and the rough , Bloodthirsty , tiring army career was taking a toll on his nature as he was not the same cheerful funloving guy he was used to be when he joined Navy

"But Sir she really insisted a lot" Lt Huxly insisted. Admiral sighed as he pressed a button. A screen emerged on his table. He went to his mail account and opened the video

"Alright" Admiral blinked as he noticed anticipation in her secretary's voice. " But just for 3 minutes, I am not interested in any... IMPOSSIBLE"

Admiral's voice echoed into all of the Naval office, He fell on his chair and stopped the video immediately

"Lt Huxly I am going to Genetics, Cancel all of my meetings for today..." He spoke hasty as he stood up and rushed outside the door like an impatient kid

CLANCK...CLANCK

The sound of the doors smashing surprised every one working in the Naval office. Lt Huxly stopped the shaking door stopping it from making another sound

The Sign on the Door read

"**Admiral of Fleet...**

**...**

**...**

**...**

**...**

**...**

**" Maxwell Kenneth...Tennyson"**

**Ta Da**

**And with this I present you the first Ben 10 Freezing crossover, I hope you like it. I will admit that I am inspired by Freezing: Sonic Boom. Rangertennyson this is for you, As I promised you before I posted a Ben 10 Freezing fic. It took some time but Hey, I atleast started it right?**

**Let me explain from before, The timelines and events are slightly altered. Ben 10:AF and UA never happened in the Freezing verse. Plumbers were just hi tech super secret department of US army. Ben's secret wasn't revealed but he joined army and the government knew his secret. When Ben(of freezing verse) died he was around 55 years old. Sadly that Ben never became Ben 10000 or got forms like Atomix or Waybig like our hero. The rest of things you can figure out yourself right?**

**Ben's Ultimatrix will have a reboot and his forms will be limited. But Ben will be still awesome, I guarantee you that**

**So if you want to see the story updated please please read and review or send me Pms on what to do next. I will really like any kind of help**

**Sorry to RV and D*D fans Plumber amongst Youkai and Ben 10: Devilverse will take some time to update but it will be worth it. Surely worth it**


	2. Chapter 2

"Where am I? In middle of some secret military base?" Ben scratched his back as he tried to analyse the situation. Situations were pretty complicated even for him. At first he survived a suicidal attempt once again kinda having a John Maclain type feeling, He wondered if he could make an alien version of Die hard as himself a hero

Naah...

But not a bad idea, May be in his 20s it will work well

Satelizer and the boy near her was still awed at what they saw, At one moment the boy was Frankenstein's monster, at another moment..BAAM...He was normal. Such things were weird even in the world of Nova and pandoras

Kazuya couldn't hold his curiosity for much longer and turned to Ben "Why did you fell from sky? and how did you transformed into Frankenstein's..."

"It's a long story and I am kinda tired to explain all things to you " Ben sighed and added with a smile " The name is Ben Tennyson and the thing you saw was the wonder of my watch". He concluded as he lifted up his Ultimatrix

"Watch? But that's a gauntlet" Kazuya awed, He had to admit that he never saw anything like that

"Sorry it's a gauntlet now" Ben groaned and added with a sigh " Old habits die hard. It's my Ultimatrix which allows me to transform into aliens"

"Turn into aliens?" Satelizer blinked, She never heard such things could happen. Kazuya found it kinda weird too but still they saw that boy's transformation before

"Yeah, Pretty cool right" Ben chuckled

"Yep, Ben . I am Aoi Kazuya. " The Japanese boy extended his hand and added with a smile "It's a pleasure to meet you"

"Same here buddy" Ben smiled and shook his hand with a slight wince as the fresh bruises kinda still hurt. Suddenly his ears perked as he heard several footsteps behind

"Mr. Aoi," a voice said. The three turned to see a military officer approaching them. He then directed his attention to the boy. "You're Mr. Kazuya Aoi correct?"

"Yes sir," the boy said.

"Sister Margaret is expecting to see you Mr. Aoi," the officer responded.

"Yes sir, I was just on my way," Kazuya said. He then got up from the ground and began to follow the officer. The officer then turned his attention toward Ben.

"Excuse me sir," he said to Ben. "Sister Margaret would also like to see you as well. but first we gotta get you patched up at the infirmary"

Ben was stunned. _Who is Sister Margaret? One of the plumbers? Nah I know almost all of magisters _Ben thought to himself. _Guess I can't argue with this man here._"Sure, guess I'll tag along," Ben responded to the officer. He then proceeded to walk in the direction Kazuya and the officer were heading.

Though Ben had only walked a few steps when he came beside Satellizer and stopped. " Sorry for bumping onto your friend like that" Ben told her with an apologetic tone and added with a smile " Say get well soon to her on my behalf okay?"

Ben then patted his right hand on Satellizer's left shoulder before continuing to walk. Satellizer's body then froze when his hand touched her, but Ben didn't notice her facial expression as he walked away. She stood there motionless trying to figure out what had just happened. "What was that," she said to herself. "First that boy grabbed me, and then this guy patted me on my shoulder. But it doesn't feel the same as it had before with other people."

* * *

"Alright boy, Now you are on to go" The nurse spoke with a kind smile as she finished patching up Ben's wounds. Ben sighed in relief as the pain was slowly dying . He didn't know why but he was feeling different from way back home, Why? He didn't has the answer yet but something had surely changed

"By the way, What exactly happened? Got into a brawl or something" The nurse asked

"Yeah" Ben chuckled as he recalled what could be called his version of brawl with Malware "There was this guy who harassed me ever since I was 11, Today I finally ended things between us for once and all"

"Children now a days" The nurse sighed " Anyways , I didn't see you around the genetics, Are you a new student?"

"Umm...I am..."

"How our patient is holding up himself Caroline?" A female voice asked, Ben turned around only to see a middle aged woman in nun's cloths and there was an old man who strongly resembled Grampa Max in military uniform

"Good morning Sister Margaret, He is doing just fine. Those were just minor bruises and I patched him up pretty well" Caroline spoke with a bow

_"Unbelievable , I can't believe I am seeing this" _Admiral rubbed his eyes several times causing Ben to blink

"Are you sure this is not a dream?" Admiral whispered to Margaret

"I know how you are feeling Papa, But this is real as much as me and you" Sister Margaret whispered back

"Oh, I totally forgot, I gotta treat the patient in ward no 203" Caroline panicked and turned to Ben " Alright Ben , You may leave after two hours"

"Okay, Thanks for patching me up Mam" Ben spoke with a smile

"No need to, I was just doing my job . Have a nice day" And after bowing one last time to Sister Margaret she left. The old man walked towards him and took a seat with Sister Margaret seating besides him

"Ben Tennyson?" The old man asked " As in the Benjamin Kirby Tennyson?"

"Yeah" Ben dumbfounded as he saw weird expressions on Sister Margaret and the old man

"As in the Ben 10...Ben 10 who can transform into 75 feet tall dinosaur...

"That's **Humangousaur **Gramps " Ben corrected and asked with a groan " And who are you? You look too much like Grampa Max. Are you a distant relative of mine or something?"

The old man grabbed his head , This was...too much weird . How a man can return from his grave after many long years?. Especially back as his teenage version. Then his eyes went to his left wrist and noticed Ultimatrix on his hand. It didn't took much time to recognize the symbol itself

Admiral was speechless. It was indeed the symbol of the Ben 10 and the jacket he wore...There were only three of them left. One was at Museuam , Another was in his locker...and the third

...Third was buried with his son...

"Kid, Do you know which date is today...?" Sister Margaret asked as she barely managed to keep her calm. But her face clearly stated she was as much shocked as her adoptive father

"Its 2nd June, 2010 right?" Ben replied causing the old man and Sister Margaret 's eyes to widen

"Is it possible that Grampa traveled back into time? Nothing is impossible while considering the Great Ben Tennyson " The realization hit Admiral and his eyes turned watery. Without wasting any moment he caught Ben in a tight embrace

"Huh ? What the heck is happening here?" Ben dumbfounded as he returned old man's hug awkwardly. He was getting more and more confused each and every moment

"Grampa... I can't believe I am seeing you again..." The old man spoke in between his sobs

"Look Ben ... today is not 2nd june 2010" Sister Margaret explained in a shaky voice, as she too was having a hard time keeping her emotions in control

She handed out a newspaper to him . The date on its front paper read ... **20th June 2077**

"NOOOOOOOOOOOOOOO, PARADOXXXXXX"

**Scene change**

At this moment Ben was trying to work on the things which were currently occupying his mind ...

_A Great hero who once protected the earth..._

_One who ended 3 Nova clashes and was the reason behind mankind's survival..._

_As long as he was alive, The things looked positive... _

_Lived like a legend died like a hero..._

_For being immortal, You have no need to live for 1000 years. One day , one day is enough to do something that people will remember you for thousand years. He led a life like that. Air chief Marshal Ben Tennyson..._

His mind became too much occupied that he couldn't see the person running from the Opposite side...

BAAM...

"Crap..." Ben cursed as he fell on his back , "Sorry, My mind was somewhere else" He apologized in advance as he rubbed his forehead

"Hey Ben its you" The voice exclaimed, Ben opened his eyes as he slowly stood up. He recognized the figure. It was the boy from before.

"Hey Kazuya, Dude I am really sorry for bumping onto you like this" Ben spoke with an apologetic tone as Kazuya held up his hand

"It's alright, Nice to see you here. You are a first year too?" Kazuya asked as Ben shook his hand

_No one...no one should find out about this...You must stay here until we find a way back...I will try my level best but still I can't promise you anything..._

"Yeah, Sorta like that" Ben groaned

"Oh, Another freshman..." Chiffon chirped " I am Chiffon Fairchild the student counsil president... Welcome at the west genetics Mister..."

"I am Ben...Ben Tennyson" Ben trailed off...not in a mood to start a conversation. Chiffon froze at a moment as she heard that name.

Ben blinked as he took a look at the girl. He swore that he saw the girls eyes changed color...It felt like as if she was looking through his soul for a moment

**Flashback**

_"Ouch...ouch..." The boy in teens stumbled backwards several times. Today completely sucked. First impression is last impression... Like his father told. Now the girl in front of him would think he is clumsy_

_"Fu fu...You are funny Tennyson-kun..." The girl giggled as she held her hand to help him into getting up_

_"I am not funny, I just tripped over my feet" The boy growled as he dusted off his jacket_

_"By the way, That's a nice jacket" The girl complimented with an amused smile_

_"Yep, It's awesome right, It belongs to the legendary Ben Tennyson. It's like a cool family heirloom anyways you look really pretty in this uniform too" The boy chuckled sheepishly_

_"Oh...You are a Tennyson? What's your name? I am Chiffon Fairchild by the way" Chiffon extended her hand_

_"Limiter's definition of awesome...Carl Tennyson..."_

**Flashback end**

Carl..."The pause" Tennyson...Her heart missed a beat at the memories of her first limiter...

"I didn't know "Pause" had a son..." She muttered inaudibly and added with a sad smile " Of course A Tennyson...Who else have access to this legendary jacket?...

"My Jacket is legendary...?" Ben said to himself. Now that was kinda weird...But after hearing the full story...it kinda made sense. But still It was kinda confusing how this girl could see him with her eyelids closed

"You have your father's eyes" Chiffon smiled as she suddenly touched his cheeks

"Whoa Miss...What are you talking about?" Ben snapped as he took a step backwards

"Oh...I am sorry. It must have brought back bad memories." Chiffon apologized and added with a smile " If you will become even 20% as good limiter as the pause was, You will be of great help"

"Whoa Ben...Why didn't you tell me you were son of Carl "The pause " Tennyson?" Kazuya awed " My sister talked about him a lot..."

"Guess...I just forgot" Ben trailed off, Trying to escape the situation. Even though it was an alternative time line...It was sad to see that his family line almost ended with Admiral Tennyson being the last Tennyson alive

"Kazuya-kun you shouldn't make Ben-kun living his bad memories..." Chiffon slightly chided

"Oh, Sorry Ben" Kazuya apologized with a sheepish smile

"It's alright buddy" Ben sighed , Even if Kazuya shared the last name Aoi, He seemed to be a much better guy then that psycho geezer" So Mam can you give me the tour of the campus? I can't wander off my own"

"Of course. We don't want you getting lost like that. Follow me" Chiffon turned back to her childish mode and Ben started to follow her along with Kazuya

Ben and Kazuya then proceeded to follow Chiffon through the school, as she showed them the classrooms, the cafeteria, recreation center, and the Carnival battle grounds. By the end of the end of the tour, it was already sunset and they were near the men's dormitories where Ben and Kazuya would stay. Chiffon continued to talk as both boys followed her.

"And to wrap up our tour here, these are the dormitories you will be living in," Chiffon said. "You'll each get your own separate rooms. And there are no restrictions to visit the women's dormitories either. Do you two have any questions?"

Kazuya immediately answered. "When do we begin our classes?"

"Classes will begin for you two tomorrow," answered Chiffon. "Even though it's the first day for you two here, you've already caused quite a bit of commotion."

"What do you mean?" Ben asked with a groan

"Well the first is that you and Kazuya-kun interfered with today's Carnival, though it's not entirely your fault Ben-san," Chiffon told Ben, then directed her focus towards Kazuya. "But for you Kazuya-kun, the girl that you nearly made lose was Satellizer L. Bridget, and she's ranked number one out of all the second year students."

"I didn't know Chiffon-sempai," Kazuya said. _Back there, I was sure it was my sister that I saw. She and Satellizer-sempai look very familiar from behind, _thought Kazuya. _But I'm such an idiot, my sister is dead and she's never coming back._

Ben then began to speak, "Excuse me Miss Chiffon…"

"Please just me call me Chiffon," Chiffon spoke with her usual smile

"All right then Chiffon," Ben said again. "Who was that girl I fell on and knocked out earlier?"

"The girl that you knocked out by accident was Ganessa Roland, and she is ranked second out of all the second year students," answered Chiffon.

"And back to this Satellizer person, why it so important that Kazuya almost made her lose?"

"You two don't understand," Chiffon said suddenly. "Satellizer L. Bridget is ranked number one for a reason. We students here at West Genetics call her 'The Untouchable Queen' as she has never lost a single battle in her entire life as a Pandora. She also earns the nickname because she goes berserk around anyone who touches her. She was a troublemaking student who transferred to this school from East Genetics, with rumors saying that she killed over 20 Limiters and Pardora that have touched her."

"I never knew about that," Kazuya said. "Chiffon-sempai, where could I find Satellizer-sempai? I want to apologize to her about what happened earlier today."

"Absolutely not," Chiffon demanded. "You already touched her once today, and she's not easy at forgiving other people. But the worst part was that you rubbed your face in her breasts."

She then placed her hands on Kazuya's shoulders and looked at him directly. "Please Kazuya Aoi, go back to where you transferred from," Chiffon said.

Kazuya stood there a bit dumbfounded. "I don't understand Chiffon-sempai. I just got here today."

"What's more important to you Kazuya-kun? Your life or carrying on your sister's legacy?" Questioned Chiffon.

Before Kazuya could give an answer, someone shouted out for Chiffon. "Chiffon-sempai, how are you doing?" The trio looked behind them as they saw a girl with long purple heading in their direction.

"Ticy-sempai. It's good to see you," Chiffon responded with a cheery voice. "Ben, Kazuya-kun, I would like to introduce you to Ticy Phenyl. She's the Student Council Vice-President, ranked third of all the third year students, and my best friend."

"It's a pleasure to meet you Ticy-sempai," Kazuya said bowing.

"Nice to meet you Ms. Phenyl" Ben spoke with a two finger salute

"It's nice to meet the both of you," responded Ticy.

At that moment, footsteps could be heard coming from behind Ben, Kazuya, and Chiffon. "Chiffon-sempai, look behind you," Ticy said.

Everyone turned around to see Satellizer walking towards them. However, she passed by the group without saying a word or looking at them once. Kazuya decided to use this chance to do what he needed to say to Satellizer.

"Satelizer-sempai" Kazuya called but the blonde continued to walk without even a response. Ben guessed she was angry with Kazuya, Any girl would be angry if you do "that" to her.

"Buddy, It sounds like she is in bad mood" Ben groaned " I suggest you try tomorrow"

"But Ben I need to apologize to her, She could've been hurt because of me. I want to explain to her that whatever I did...was because I mistook her as my big sister" Kazuya spoke with sincerity in his tone, Ben sighed as he noticed the burning determination in Kazuya's eyes

"Alright, Let me go and talk to her first" Ben said as he ran towards the Untouchable queen to catch up with her. Well, Thankfully it didn't take much time

"Hey, Miss Sateli..te" Ben called out as he put a hand on her shoulder.

"That idiot," Chiffon said with fright in her voice. "What does he think he's doing?"

Satelizer froze on the spot, It was s trange. When that boy touched her, She didn't had any horrible flashbacks. Her cheeks heated up and she panicked causing her to fell back on rare

Satellizer squinted her eyes, crawling on the ground trying to look for her glasses. When she spotted them, she proceeded to grab them until a hand picked them up. She looked up to see the figure of Ben in front of her on his knees as he handed her the glasses.

"Alright here they are" Ben placed the glasses on Satellizer's head as he smiled. Satelizer blinked as she recognized the boy from before. This was two times in a day, First he patted her then now he touched her shoulder but any of it didn't seem vulgor. It seemed as if she didn't mind his touch. When she noticed his smile she felt her face get hot. He had such a beautiful smile. _Ack! What is wrong with me?_

"Heya Miss, I just wanted to..." But before his sentence could be finished Satelizer looked away and stood up, Ben clenched his fists and let out a sigh. While he had to admit that girl was an A class babe, She was rude for cutting him off like this

"Hey Satelite...Satela...Argh...Whatever...I just need a minute" Ben snapped, Satelizer stopped gving him a glance but continued to walk, As if she had no intention to stop. Ben growled once again and this time poked Satelizer on her shoulders

"I am talking to you Dweeb, It's rude to ignore people like they don't exist " Ben snapped once again, He had a really bad day and his patience had started to leave him. Satelizer stopped in her tracks and mumbled

"Don't...Don't touch me..."

"Huh, Do you have a skin infection or something like that?" Ben dumbfounded as he poked her once again

"It's not a fluke...Your touch...it really isn't vulgur" She mumbled as she turned around to face Ben

Everyone was stunned at what was happening. A boy touched the Untouchable queen and stayed alive!...That was a new. However, None of them knew that the boy wasn't some ordinary person

"Vulgur?" Ben blinked "Huh?Why it was supposed to be vulgur? I am a gentleman Ya know " He added with a sheepish chuckle

"It's not like...that" Satelizer spoke with a slight blush " Whenever any one touches me it feels bad and vulgur, But your touch is soft and warm...I dunno why...But it's too confusing" She concluded as she looked away

"Oh...I guess it explains a few things" Ben sighed. "Anyways I forgot to introduce myself, I am Ben .. Ben Tennyson" He concluded with his famous grin and extended his hand

"I hope you don't mind shaking hands Miss Satelite...

"Hai" She nodded shyly as she shook hands with Ben " And my name is Satelizer...so stop calling me Satelite"

"Sorry, I always has trouble when it comes to remember long names" Ben chuckled " Besides Satelite have a good feel in it", He added with a smile, A small smile formed on Satelizer's face too. However Before Ben could talk about the thing he wanted to talk about...

"Well isn't this cute. I must say that this is a new side I've seen of you Satellizer L. Bridget." Everyone looked up to see Ganessa standing in front of them with her hands at her waist.

"Satellizer, you may have won today's Carnival. But to be honest, I believe we weren't finished with our fight," Ganessa said as she pointed her finger at Satellizer. "I challenge you to a rematch Satellizer L. Bridget!"

Everyone looked in shock at what Ganessa had said. There were several students walking by as she spoke out her rematch to Satellizer. A small crowd of about twelve soon started to form around the group.

"You heard me Satellizer-san, we're going to finish what we started right here and now," Ganessa said as her volt weapon appeared from her back. She charged at Satellizer as she was drawing her own volt weapon.

Satellizer blocked a chain flail heading toward her with her blade and deflected the attack. The two battled it out as Ben , Kazuya, Chiffon, Ticy and several other students looked on. "This isn't good at all," Chiffon said out loud.

"Are these fights even allowed," Ben asked Chiffon.

"No they aren't," Chiffon responded. "Battles between Pandoras are only allowed during Carnival. Any fight outside Carnival is strictly prohibited."

"Well why are we standing here doing nothing," Kazuya said to Ben , Chiffon and Ticy. "Shouldn't we stop them?"

"No way," Ticy said. "Once Pandoras begin to fight, they won't stop until one achieves victory."

Ben looked at his Ultimatrix as his mind went to what happened a couple of hours ago

**Flashback**

_"It doesn't make any sense, The only explanation would be that. I have not only time travelled in future but in another dimension too" Ben grabbed his head and spoke out in frustration_

_"It seems that's true, After seeing you sitting infront of me like that. Anything isn't impossible" Sister Margaret awed_

_"So here the Plumbers weren't MIB like space cops but they were just super secret defense organisation of US" Ben said as he scrolled down the screen of the tab " And I joined Military when the First NOVA attacked, Around the age of 16..._

_"Correct, Grampa. You became the leader of the plumbers and the World's strike force Just five years after that " Admiral Tennyson continued_

_"Gwen and Kevin joined plumbers too, Well it's a good as Kevin didn't become Kevin 11000 here like the first time in another universe and stayed good. It still sucks that all three of us died fighting NOVAS and couldn't find a solution to this thing" Ben sighed as he trailed off_

_"I know Grampa, When last time you fought NOVAS it took a lot of time for them to recover. A lot of us believed that you took down NOVAS to grave with you like you promised and..._

_"Ben 10 never breaks his promises" Ben chuckled "So this problem is more serious than I thought. If the NoVAs are really killing millions of people out there, I will stop them first then I will get back home. Anyways so Is there anyone who can help me find a way back home? I intend to handle with this NOVA guys first but I should start on that too"_

_" Grampa we can't even do time travel yet, I don't think we have a technology capable of sending you back home but still there is one man... "_

_"He sounds a little bit creepy but if anyone can help its him, I already called him" Admiral Tennyson sighed " He is online if you want to talk"_

_"Alright then, Why are we waiting? Let's begin" Ben grinned and Admiral Tennyson pressed a button, A large holographic screen appeared revealing a white haired old japanese man, He also had a weird glint in his eyes. Reminding him of likes of Paradox and Azmuth_

_"Benjamin Tennyson I presume..." The old man chuckled and added with a bow " I must say I am very happy and excited to see you"_

_"So Gramps..._

_"You can call me Dr Aoi, As you are older than me" The old man teased_

_"Ha ha nice joke " Ben groaned " So what can you do to help me finding my way back to my world?"_

_"Sorry Ben Tennyson my intention is not to send you back, I want to help you into saving this world" Gengo Aoi spoke with a serious tone_

_"HUh? What?" Ben dumbfounded_

_"Let me explain by starting about NOVAs and pandoras. NOVAS are huge creatures hell bent on wiping out the mankind. Their main power is that they can hault time..._

_"Hault time?" Ben dumbfounded "Like stopping it. "_

_"Yes, They are capable of unleashing an aura which freezses anything which comes into contact. Also our conventional weaponary are useless against them. Which includes Nuclear Missiles, Rockets, Grenades...Etc" Aoi Gengo concluded as he played clips of the attacks of Type-s and Type-F Novas. Ben's eyes widened as he saw the destruction those creatures caused. It wasn't a fluke. The matter was really serious. People were dieing out there everyday. This should stop. But then suddenly a question clouded his mind_

_"Just how are you able to combat those NoVA guys? and why are they attacking us?" Ben asked_

_"We still don't know why NOVAS are attacking us, Ever since the demise of you and your team, Humanity has learned a bitter lesson Tennyson, that conventional weaponry is ineffective against Nova. But we have long since abandoned this means in favor for something more . We've managed to procure large enough samples of a Nova's cellular structure and through precarious reverse-engineering we had invented the stigmata."_

_"…Stigmata?" Ben blinked as the screen showed a hexagonal small metalic piece and started a small slideshow. It was like some sort of presentaion to make him understand about them better_

_"By implanting them within certain subjects who hold a degree of compatibility with the stigmata's complex structure are they able to wield powers that are decidedly superhuman." Aoi Gengo concluded_

_"No," Gengo continued, "Barring this particular instance, only women are able to accept stigmata within their bodies and make any use of its effects. The women you had found on the squad were Pandora. The men however are a distinct group whose role is only to serve as support for the Pandora, they're known as Limiters. "_

_Ben felt truly enlightened by this explanation, and had solely affixed his attention toward the weird man by now . "So what are the Limiters capable of doing?"_

_"Initially they are of little use in combat situations. Only when a Pandora conducts a ceremony in which she offers a Limiter her stigmata that grants them the ability to halt time. " Gengo Aoi concluded_

_"So What do you want me to do?" Ben asked curiosly_

_"I want you to ask, What are you prepared to do?" Aoi Gengo asked in return_

_"I can fight those NOVA guys , I can go to their planet then we can BOOM them..." Ben sighed with annoyance_

_"Ha ha kid, Do you really think you would be able to do what even your older self failed to do?" Aoi Gengo laughed causing Ben to growl. He was starting to dislike this guy at every second_

_"I can do a lot of awesome things ya know" Ben groaned with frustration " You don't know a single thing about me"_

_"Gengo stop talking in riddles and speak directly, We don't have time for this" Admiral Tennyson whined_

_"Max, Keep patience. The moment Chevalier knows about this you know what could happen..."_

_"Huh, As if I am afraid of anyone, I am the awesome Ben 10. Who are those Chevalier freaks anyways?" Ben snapped_

_"Chevalier are the people controlling Pandora program, As much as I know them if they found out about this you will be in a lab for your whole life as an experiement, If you run away from them world's every pandora will be sent to chase after you and it won't be pretty. While you are a strong warrior, I don't think you can take on every pandora of the world"_

_Ben opened his mouth in responce, But stopped in middle. There was time limit on how much time he could keep his alien forms. It was still around 1 hour but he could be captured or killed in his moment of weakness despite having forms like Ultimates and Atomix. Using Alien X wasn't wise as Ultimatrix locked this form and unlocking it could end up dirty. Messing with his watch was never a good idea_

_"Spill out the beans, What do you want to do? Making him a soldier?" Admiral Tennyson snapped_

_"Nope, He isn't a soldier..." Gengo Aoi smirked as he took a sip of his coffee " He is a weapon". Ben clenched his fists as the inventor of pandora program stared at him like a piece of meat. There was surely something about him which he didn't like, He didn't like it at all_

**Flashback end**

So the pact was made. Ben was admitted in the west genetics. Admiral Tennyson and Gengo Aoi took care about his identity problem . While Ben and Admiral Tennyson didn't like it, Ben had to explain in brief about his alien transformations and Ultimates. Though Ben didn't tell him all things, He still had to share a large chunk of info. Aoi Gengo would introduce Ultimatrix as his own innovation and get more funding or control over chevalier. In return he would make sure no one "touches " the wielder of Ultimatrix

Returning to battle, It seemed that Satelizer didn't need help in any ways. Ganessa launched all six of her chain flails at Satellizer, but Satellizer maneuvered through each of them. She swung her blade again and directly hit Ganessa. Ganessa fell to ground landing on her stomach.

"So these are Pandoras...Hmm...Sounds Cool" Ben slightly awed. While this was nothing comapred to what he saw before, It was still cool

Ganessa got up from the ground and was sitting on her knees. "You'll regret that Satellizer-san," she hissed. She then looked down and saw that much of her uniform had been shredded, with her cleavage clearly showing.

"Ah! Look what you did," screamed Ganessa at Satellizer. She clenched her fists and trembled with rage " I WILL KILL YOU NOW". Her hair changed from their natural colour to white, eyes turned yellow, and her body glowed with a white aura with blue rings on their ankles and wrists. Ben narrowed his eyes , The situation was getting dirtier now. He grabbed his watch tightly, Ready to turn into Hero...But...

BAAM

The Surge of energy was like an explosion which sent a powerful shockwave. Satelizer was sent back due to the impact, Stumbling straight onto the wielder of Ultimatrix before he could choose his form. Ben barely kept his balance as he stopped Satelizer from taking a fall

"Are you alright Miss?" He asked with concern. She looked in his eyes with a slight blush and blinked as he let go of his hold

"What are you doing here? Run" She snapped as she pushed Ben away and started walking ahead. Ben stumbled backwards on the ground and winced in slight pain

"Ouch...What's wrong with her?" Ben groaned but his eyes widened as he noticed Satelizer's sword still lying on ground "Hey Miss you forgot your sword..." He called back

Satelizer looked back, Only for two flails to come from behind and grab her tightly. " ARGHHHH" She cried in pain as sharp flails grabbed more tightly causing her cloths to tear apart. Ben's fists clenched once again as he noticed the maniacal glint in the red head's eyes

There was one thing Ben 10 hated with passion...Bullies. No one noticed the bright engulphing green flash which surrounded the area...

"Looking back in the middle of battle..." Before Ganessa's sentence could be completed her Flails started unwrapping themselves , As if they were being possesed by something. They were getting heavier and heavier each second, Suddenly they got too heavy and Ganessa was smashed backwards

"Are you alright Miss?" A voice asked causing Satelizer to look up. It was a weird creature who had a symbol on his chest. A humanoid creature with a yelloish black body and a floating metalic skull over his body

"What are you...?" Satelizer asked with curiosity

"GRAHHHH...I WILL KILL YOU... " With a battle cry Ganessa dashed towards the creature. But as her flails reached him they stopped in mid air...The creature moved his hands causing green shockwaves to come out. Ganessa's coils recoiled once again smashing her on the ground

"What are you Freak? ANSWER ME?" Ganessa yelled

"At this time I am called Lodestar..." The creature spoke with a smile and pressed the Button on his chest transforming into **Frankenstrike ** " I am Ben Tennyson, A superhero. I hope you remember me now Ginny" He concluded with a wink

**_Flashback_**

"_I'VE FINALLY GOT YOU SATELLIZER L. BRIDGET!" Ganessa charged at Satellizer as she was drawing her volt weapon. She saw Kazuya with Satellizer on the ground. Ganessa immediately decided to use this opportunity to defeat the Untouchable Queen once and for all._

"_PREPARE TO TASTE DEFEAT," shouted Ganessa. She launched all her chain flails at Satellizer. Suddenly she heard the voice of someone yelling from above. Ganessa looked up to see a green figure falling from the sky and immediately blacked out._

**_End of Flashback_**

* * *

"I remember you now," Ganessa shouted as she pointed at Ben. "You're that green thing that landed on me and knocked me out. I WILL KILL YOU MONSTER"

"First it is alien, Not a monster. Second You don't have what it takes to beat me Whip girl" Ben chuckled as Ganessa's flails dashed towards him

"What is the meaning of this Sister Margaret?" Yu mi Kim asked as Sister Margaret handed her a folder

"A special student is going to attend the west gentetics from now on" Sister Margaret spoke with a smile

"A pandora or a limiter?"

"Actually He doesn't classify among those categories. He calls himself..." Sister Margaret 's grin widened once again " A superhero"

THe deatails on the folder read

**Name: Benjamin Kirby Tennyson**

**Birthplace: Bellwood , US**

**Age: 16 years**

**Occupation : Pioneer of the breed of the limiters specifically designed by Gengo Aoi to fight on the front. **

**Code name : Paragon**

"GRAHHHHHHHHH" Ganessa cried in pain as the green wave of electricity smashed her backwards. She cursed under her breath. Her attack can't seems to pierce through that guy's skin and he was a living High voltage battery. Catching him and holding him with his chains was suicide

And she came to know this hard way...

"You know we could keep this up for a long time Ginny" Ben joked as he sat on ground " But I am getting bored kinda"

"You...I WILL FINISH YOU OFF " She yelled as she tried to stand up. Ben just sighed and tapped on his symbol. With a green flash **Gutrot** stood up in his place

"Alright Ginny, Get ready to taste some powerful laughing gase..." Ben spoke in Brooklyn ascent. He grinned . Now the battle was over even before the beginning

And a Green cloud sprayed from the holes of allover his body straight on Ganessa's face

**So guys this is it, I added some action. If you can't review this chapter again , PM me...So Next time**

**A question :What should be Chiffon and the whole academy's reaction to Ben's alien forms?. Are you happy with a single paring or you want me to make a triangle? Or any other girl you see falling for Ben or wanting him for his abilities? Arnett has a limiter but I can make that she doesn't in this story. It would be fundo to see a third year fighting for Ben . I know third years must have a limiter but this is my story so I can change a few things**


	3. Chapter 3

"Ha HA...HA HA..." With a roar of laughter Ganessa fell on ground. She tried to stand up but the urge of laugh was too much for her to handle

"He he...What a pathetic...He he way of..Ha ha...fighting..He he..." She stumbled backwards once again, Tears now starting to form in her eyes. Satelizer blinked several times, Not able to believe her eyes

"This guy...has a way to handle things...Laughing gas? Seriously" Ticy deadpanned

"He told me he can transform into aliens but seeing this firsthand...its amazing. I mean its kinda weird and funny but still amazing" Kazuya sweatdropped

"Okay now its time to wrap this up" **Gutrot **chuckled as another process began inside his body, The portholes opened once again and the cloud of green gas came out, Straight on Ganessa's face

"He he I will take he he reven..." Before Ganessa's rant could be finished, She inhaled the green gas and just with in a moment she was knocked out

"What...was that?" Satelizer wondered loudly

"Fluoromethyl-hexafluoro-isopropyl-ether (sevoflurane). This is normally used as an anesthetic, but is also useful as a knockout gas with short-term memory loss as an added side-effect. She won't remember any of this once she wakes up" Ben explained causing every one's eyes to widen

"Huh? How did you know all this?" Chiffon asked . Ben blinked. He swore he didn't see her move. But anyways that wasn't the matter of his concern

"Well comes with the transformation" Ben sighed as he reverted back to his human form " Anyways all that matters that crisis was averted once again by my awesomeness"

Satelizer narrowed her eyes as the boy praised himself. This guy...he was a...

"He is a showoff..." Ticy muttered

"I know, It kinda runs in their family" Chiffon giggled and suddenly she took hold of Ben's left hand, Ben looked at her slightly shocked by her actions. Suddenly her eyelids opened, Her eyes were golden and slitted. Ben took a step back as his emerald eyes stared into hers .

For a moment it looked like she was looking into his soul

"Your gauntlet...is quite fascinating, Capable of transforming you into something else. It is as much revolutionary as pandora technology" She said with a smile on her face

"Alright...I will get to you later" Nervously Ben took away his hand causing the smiling monster to pout. However he was too much preoccupied to notice that his watch was giving a faint green glow

"Mou~ It's bad to keep the president waiting"

Ben glanced at her once again, Even if the girl seemed childish and innocent, His instincts were telling him that he was standing infront of a person 100 times more dangerous than Vilgax and Z'skyar

"Satelizer..." Ben spoke causing the blond to look up " Are you alright?" He asked with concern

The Untouchable queen looked in his eyes as she felt her face heating up once again " Why ...Why did you help me?"

"Well, It was the right thing to do I guess" Ben replied with a grin

"I didn't ask for your help you know" She said stubbornly surprising Ben, As if realizing she was being rude, She suddenly turned away, Her cheeks flustered

"I will go now" And with that she started walking away only to be interrupted by our hero

"Wait!" She stopped in her tracks, While her gaze was still on the floor it seemed she stopped to listen what Ben had to say

"I didn't say you needed my help or anything, You were pretty good" Ben said thinking may be he hurt her self respect or something like that, Gwen had similar issues with same matter "I felt it was the right thing to do besides its kinda my fault you were in this mess so I had to make it up to you"

"Thanks" Her cheeks reddened even further and ran back into the building, leaving our hero dumbfounded

"Ben -san you still didn't talk about that?" Kazuya asked as he dashed towards his new friend

"I know" Ben groaned "But its not my fault, She ran away just like that". Kazuya nodded with a sigh, It was not Ben's fault anyways

"May be she is scared of Ben, He could use all sort of gases on her" Chiffon joked

"Ha ha very funny" Ben mocked

"Senpai don't joke on that, But still Ben taking out a pandora like that, It's amazing. ..." However before Ticy could finish her sentence she was interrupted by someone

"Ben Tennyson I presume " Ben turned around as he heard a female voice calling to him. Ben turned around as he noticed two women standing in front of him, Both of them were wearing a doctor's outfit. One had brown hairs while other had green but the most notable feature was...

_"Argh! Why all of them has to be babes?" _He mentally groaned

"Yumi sensei, Elize sensei " Chiffon and Ticy bowed showing respect towards their faculty

"Well, The situation has been handled quite peacefully for the first time. The fact surprises me even further that you managed to take her out without any injuries" Yumi Kim praised as her eyes wandered towards Kazuya

"The Gas, It won't have any side effect right" Elize asked curiously as she checked Ganessa's pulse which seemed pretty normal

"I don't think it will" Ben replied

"Okay, I will take your word into consideration for now. But try to be cautious next time, I don't want you putting fights with pandoras" Elize lighlty chided

"Umm...So Am I in trouble? Mam" Ben asked curiously

"No Silly , There are no rules regarding limiters fighting pandoras. So you can really transform into 85 creatures?" Elize giggled and asked with curiosity

"Yep" Ben nodded with a smile

"Good, We hope to see more action from you but not in a bad way right?" Yumi spoke with a smile, She saw Ben in action and if he was really as good as the file said. He would be a great help in fighting NOVAs. Beside he was a Tennyson which was an added plus. Her eyes glanced over Kazuya and she spoke again with a smile " Kazuya Aoi right?"

"Yes Mam" Kazuya nodded

"It's nice to see you again, You've grown up a lot since the last time I saw you" She smiled warmly once again.

Kazuya paused for a while as he tried to recall something "Ms Yumi Sempai? Is that you?"

"So you still remember me" She said jovially and turned to Ben " I thought you two knew each other as Gengo Aoi developed this DNA rectifying gauntlet which is bonded with you . Anyways both of you Welcome to West Gentetics " She concluded with a smile and left

"Do you know my Grandfather Ben?" Kazuya asked curiosly

" Yeah, kinda" Ben trailed off with a sigh, While Kazuya's Grampa was an arse but he can't blame him for his actions

"Enough of it, Now you should get to your dorms" Chiffon said, with a smile , Her eyelids closed once again. Ben sighed and he decided to mess around with the wonders of the dimensions some other day. He was getting a feeling that he might be staying here longer than he expected.

**Scene change**

Kazuya and Ben walked to their respected rooms in the dorm. "Well it looks like this is my room," Kazuya said as he looked at the number beside his door, which read 222.

"Ben-san I will see you tomorrow than" Kazuya spoke with a smile

"Sure thing Buddy" Ben smiled in return giving the Aoi a thumbsup

"Hai, Are you sure you don't want to come in?" Kazuya asked

"Sorry dude, I am kinda tired" Ben replied with groan. Kazuya blinked but he could understand that the Tennyson had a very hectic day today.

Ben then watched as Kazuya unlocked and opened the door to his room, and then proceeded to close it. Ben then started walking and after a few moments he stopped infront of room 245. Which was his room. Ben unlocked the door and stepped inside the room, turning on the lights. He was surprised upon stepping in that it was roomy for him. There was a bed in the upper left corner of the room with a wooden desk that had a small lamp to the right, which was also in between two windows. To the instant right of Ben was the door to the restroom.

He filled cold water in empty glass and took several sips. He took a long breath, Trying to make a conversation with himself

"Well, Let's put it this way Mr Bug eyes may be a jerk but he can't manage without the awesome me. If he can make the watch and the Ascalon he can get me back too. Then there is Paradox..." He trailed of with a sigh " As much as I know this guy is master of time space thing. So either he will get me back home soon or all of this is some of his grand scheme. "

He looked at the ceiling, Now that was a possibility. Paradox might have dropped him off to handle with those NOVA freaks, However he wasn't that sure it could be possible. He searched out his pockets, his vallet was still there intact. He took it out and looked at the phto inside of it

It was the picture of the whole team tennyson. Grampa was standing on his right, Gwen was on the left , He and Kevin were in center All of them were infront of the rust bucket

"Guys, I am starting to miss you now..." He said with a sad smile " Even you too Levin, I really wish I find my way back soon . But don't worry I will fry those NOVA freaks and return to play pranks you Dweeb . I surely will...

He laid still looking up at ceiling for a few minutes, and then slowly closed his eyes falling asleep. Going inside the world of dreams where he could still see his family and freinds

**Scene change**

_"Finally, It feels good to be at home" Ben smiled brightly as he opened the door and looked around but his eyes widened when he saw the surroundings_

_The tv was broken, The living room looked like a total mess. There were scratch marks over the wall. The stairs were broken. All the pictures on the wall were brutally torn apart . Ben's mind started racing as he brought his watch closer. What the hack has happened here? Did anybody attacked his home in his absence?_

_"Ben...Ben" Ben turned around as he heard painful whimpers. He quickly raced towards the source where the voices where coming._

_"MOM, DAD" Ben yelled as he found his parents lying in a pool of blood and he quickly rushed towards them_

_"Ben..please run away , He is here to kill you..." Carl Tennyson said before losing his consciousness._

_"DAD..DAD..." Before Ben could understand what's happening something grabbed him from behind and twisted his hand before he could activate his watch. It slammed Ben's head on the wall then grabbed him by his collar_

_"Hello Tennyson, I told you before I will return for you" The dark figure chuckled ._

Ben shot up from his bed covered in cold sweat . "ARGHHHHHHH" he shouted. He opened his eyes looking around, He sighed in relief as he found himself in the same room he slept

Quickly he took several sips of water as he felt his dry throat. Some of his enemies left scars on him which he could never forget. Now he was starting to get worried about his family. What if someone will attack his family to enact revenge on him? It happened before and there was no guranty it can't happen again

_"Stop being paranoid Ben, There is Gwen, Kevin , Grampa and Rook too. All of them are more than capable of handling a few baddies_" He said to himself. He looked at the clock resting on the desk beside him, which read 7:45 a.m.

"Alright, It's time to get started with the Hell hole once again" He cursed his luck once again, Schools were one of the few things Ben 10 really hated. It was kinda childish, True . He wasn't that bad with studies, He also earned his own reputaion as a star player of his high school. But for some mysterios reason he still hated it

Anyways, He was Doctor Tennyson now. Ouch...Even if Gwen and Kevin find it a little bit too annoying

He sniffed his armpits and his eyes widened. "Oh man, I better take a shower before I start heading out."

After Ten minutes of showering, Ben was already out and ready in his usual cloths. There was a knock at the door, and Ben went to open it and saw Yu mi Kim outside . She also had a package in her hands

"Good morning Ma'am. Am I late for my classes?" Ben yawned causing the korean to giggle

"Nope, I am just here to give you this package. It's from Sister Margaret" She spoke with a smile as she handed it over to the wielder of the Ultimatrix

Ben blinked , and tore off the wrapping paper to see a box. He took off the top to see a school uniform, which included the yellow West Genetics dress shirt, a white undershirt, black tie, and dark blue pants which included a black belt as well.

"Whoa, A uniform? but how did she know my size?" Ben dumbfounded

"I dunno, Be right on time for the class. By the way I forgot, You have a special presentation today. " Yu mi Kim replied and left with the wave

"Alright then buddy let's get started" Ben let out a sigh and stepped back in the room shutting the door. He was getting the feeling that he had a pretty long day ahead

**Scene change**

Bridgette L Satellizer, (second years, rank one) was sitting in her History class quietly taking notes. As in all her classes the seats directly next to hers were left vacant and those students near her deliberately avoided so much as looking in her direction. When class ended everyone would give her a wide berth to make sure no one accidentally touched her. The 'Untouchable Queen' was feared not only on the practice field but in class and in the hallways as well. Neither the girls nor the boys wanted anything to do with her.

That was just fine with Bridgette. She had given up on trying to find any friends or allies a while ago. She had come to accept the fact that she would always be alone. She really didn't mind it any more. She was so used to being lonely that she no longer noticed it, it had become a dull ache that was always there. A part of her life she had simply come to accept.

She would live and die alone, that was just how it was. It was the price for being who she was, for being the best and the strongest. She would never lose. If that also meant she could never be held or comforted that was fine. It wasn't like she needed love. However , Something strange happened at the carnival this time. Stranger than she could ever imagine

She was on the brink of defeat when she was grabbed by that japanese boy, Then he arrived out of no where, Smashing on her opponent and ensuring her win. Then he touched her, But for some unknown reason she didn't mind his touch, In fact she was starting to welcome it. Just several hours after that, She met that boy once again. It turned out that he was an american named Ben Tennyson and he belonged to the famous family of Warheroes. Not only that he was also pioneer of a special breed of limiters which gave him special abilities. True to his name he proved to be strong enough take out Ganessa Roland with ease

However the way he took her out was extremely funny and how she couldn't even remember her defeate was even funnier. For the first time she hugged her pillow and laughed lightly after a long time. This person was a little bit show off, the way he fought was kinda weird but for some unknown reason she felt comfortable around him. She was still confused on how she could be comfortable around a boy after what happened to her but she couldn't find an answer

As the lecture was going on a young boy entered the classroom and hurried up to the instructor passing her a note. She temporarily halted the lecture to read it.

"Satelizer you report to the Simulation Center, Arena One." The teacher announced.

There was a stir among the class and Satelizer blinked taken by surprise. The Simulation Center was where intensive training took place so she didn't think she was in trouble. But the academy was a rigid place where exception to the routine was always frowned on. Why was she being summoned right out of the blue?

However order was an order, She gathered her things and headed to the floor.

**Scene change**

Stella was surprised to find a military presence at the Simulation Center. Regular Army soldiers were standing guard around the building and they politely informed the girls to go upstairs to Arena One's observation deck rather than its main floor.

The situation became even more bizarre when they entered the crowded observation deck that over looked the arena below. There were a total of five other Pandoras present; all of them top third years and standing in two distinct groups.

There was Student Council President Chiffon Fairchild (third years, rank one) standing beside her was her friend and associate Tish Phenyl (third years, rank three.) Both girls nodded politely to them upon their arrival.

Separate from them were the other two.

Two were red heads, Most probably from the third year. The last one was a blonde. Their names were respectively Ingrid Bernstein, Arnet Maximilian and Creo Brand . There was weirdo blunette too, She didn't remember her name exactly but she recalled that she was called the limiter eater . There were a few other pandoras too which she didn't recognise

Pandoras there was the Principle, Sister Margaret who was in quiet consultation with three officers in Defense Force uniforms. From their insignia Bridgette could see one was general and the other two colonels.

_What is going on here? _Satelizer wondered.

Sister Margaret noticed their arrival and nodded to the army officers. "Now that all the Pandoras are here we can begin."

"All of you please step up to the viewing area," Sister Margaret said. "We are going to put on a presentation for you"

The Pandoras did as they were instructed and stepped up the tinted glass that gave them a clear view of the arena below while hiding their presence from anyone looking up. They were all surprised to see only a golden platted robo with a green glowing symbol on his chest. Stella blinked, It didn't took her much time to realize who he could be

"What is it?" Arnette asked curiosly

"That's not it. It's HE. Begin the demonstration please," Sister Margaret said softly.

A klaxon sounded and lights flashed overhead. The girls all leaned a bit closer in spite of themselves wondering just what was going on. A section of the arena floor slid away and a circular rail appeared. Up on the rail four wood and plastic dummies appeared, they were shaped in the form of miniature R-class NOVAs. They began to spin around the creature on their rail.

"Hmmm, Its him. Definitely its him Let's see what is he really capable off" Chiffon mumbled

Stella wondered if this was a bit too much overkill for the boy, He was just first year. He was strong but yet this was kinda too much

She quickly changed their minds about that.

The Creature extended his right arm. " Time Stop !"

Instantly the four models on their monorail stopped.

" It...It's almost like time has stopped around him. Amazing" Annette said in stunned disbelief.

Stella dumfounded, What more this guy was capable off

"It shouldn't be," Chiffon said with a puzzled look. "This is similar to what the NOVAs can do."

"There is more," Sister Margaret said. She nodded to the army officers.

One of the Generals got on a mike and his voice went out into the arena. "Eliminate the targets Tennyson , minimum spread."

"Alright, Let's get over with it so I can get my breakfast" The creature groaned and pressed the symbol on his chest. With a bright green flash. A creature made of magama rocks and burning skulls over his head appeared

Around his body, The flames started shining brightly, He smacked his fists on the ground and an inferno surrounded the area

**Ka-Boom!**

All four exploded and were completely destroyed. Not only that a portion of ground exploded itself, Creating a crater. After confirming his success the pyronite pressed the symbol on his chest, With a bright green flash a boy no older than 16 stood in his place

The reaction among the Pandoras was immediate chaos.

"How did he?"

"It's impossible!"

"He can't have!"

One voice cut through all the others.

"Who is he?" Arnett Maximillion "The mad dog" tenor quieted the others. "And who is his Pandora?"

Sister Margaret nodded once more to the officers and the colonel brought the quick test session to an abrupt end.

"His name is Ben Tennyson ," Sister Margaret informed them. "And currently he has no Pandora He posseses a technology which is bonded with his DNA and allows him transform into various creatures . It's the reason he was capable of not only countering the freezing area of the dummies but creating his own on too" She paused to let that set in. Ben Tennyson was was a different persona entirely. If it was possible to replicate his watch's abilities it would mean a huge advantage for mankind in their war against the NOVAs. But it was also essential that the Boy from the past doesn't fall into hands of chevaliers or most likely Dr Scarlet Oohara

Satelizer was staring back down at the boy who was now yawning in the arena. She didn't care about what his abilities meant to all mankind. What interested her was the fact that he was a Limiter who didn't require an Ereinbar set and he was someone who was not only able to touch her but make her laugh too

Privately Stella knew she had a lot of issues. They were things that got in the way not only of being an effective Pandora but of even having a normal life. She didn't know how to solve them though. Her only solution was to simply be strong. That allowed her to endure but it didn't fix what was wrong. She couldn't tell anyone the reasons for why she was the way she was. She was too ashamed to. Instead she preferred being a pariah and all alone.

She didn't want to be alone though! That was what made the idea of being with Ben even more important to her. If he were her partner then maybe she could open up to him, at least a little. Though she didn't know him much he didn't seem like the judgmental type. He had very kind eyes and a friendly smile that brought out warmth in others

_He could be my Limiter._

Arnett stared at the boy intently, He was strong. She could see this in his emerald eyes. If he made a pair with her they would be unbeatable . She needed a limiter due to Morrison's sudden transfer and honstly she didn't like that guy anyways. He was a total coward

But this Tennyson guy, His special powers and her skills... Together they will bring fear into the rich pansys' hearts. He was hers and any loser dare to touch him will have to face the mad dog's wrath

Ben oblivious to all this activated his watch, Transformed into **Xlr8 **and left towards Cafetaria . Surprising the pandoras as they felt he had used triple accel turn

"_He is strong but from seeing the symbol on his chest and this latest scene... it seems that he need to touch his device, Freezing is still his weakness. I just have to lay a trap for him and ...then he will have no option other than being one of my limiters. Though it will be hard to break him but when I will be done, He will become my very speical obedient boy toy. " _Miyabi licked her lips as a devious plan formed into her mind

**Ok guys, New chapter is here, Thanks for all of your support. Continue reviewing. So what to do next? Any advise or suggestions?**

**last but not the least thanks to Jose 19 and KH- Hardcorefan**


	4. Chapter 4

Carnivals... A fancy name. Usually back home carnival means festival or the season of joy, In other words Carnival means having fun. However the world of pandora and limiters really changed anything and everything Ben had ever thought about carnivals. Here **Carnivals** are contests where Pandora are pitted against each other to determine their ranking of do not take part in them. There is a Carnival each season at all Genetics academies to determine the strength rankings of cadet Pandoras in their class years, underhanded tactics may be used and anything except killing was allowed. Every few years, there is a worldwide cadet Carnival for the students of the various Genetics academies to determine the world rankings.

"Stop it! Stop it! This is not a competition, It's a bloodbath. A massacre. How can you allow such things? It's beyond cruelty" Ben snapped as he grabbed his head and closed his eyes

Admiral Tennyson sighed as he saw disgust and pity in our hero's eyes. Carnival's were cruel, definitely they were. However the chevaliers deemed them necessary to refine pandoras skills. Besides there was the fact that pandoras have exceptional healing abilities, It didn't mean this cruel system was right. The truth was that Novas pushed humanity on the brink of defeat several times after Ben 's death despite the interventions of pandora and limiters many people still died from their attacks which couldn't be helped. So the government did what they felt necessary, They started treating pandora's as weapons and the cruel system named carnivals were born. The fact was terrifying for our hero that every girl on this academy was more than willing and capable of battling like that. Admiral Tennyson hated to admit it but he alongside all others was used to this violence and bloodshed unlike Ben.

However he knew that if his grampa Ben was here , No matter how the war against Nova and death of his team affected him he would have never allowed such thing to happen. In fact he kinda expected such reaction from the teenage version of his grandfather . He paused the clip of carnival and tried to comfort Ben

"I understand how you feel Ben but its a necessary devil. Novas kill millions of people out there besides pandoras can regenerate...

"It doesn't mean they don't feel pain. Fighting like savages this is so...inhuman" Ben yelled interrupting the admiral rudely

"This is easy for you to say. A teenager like you don't understand in which position we are " Admiral Tennyson snapped smacking his fists on the table " Like you we are not allowed to see things as right or wrong, We just do what is necessory for our survival. It's harsh but that's the reality son" Admiral Tennyson concluded softly

"Then What is the difference ... " Ben continued firmly looking into his future relative's eyes " between us and NOVAS if we are stooping down on such level"

"I dunno..." Admiral Tennyson sighed sadly finding himself unable to answer Ben's questions " All I know is that such things are essential for our survival. Even after such tough training and spars pandoras still dies against Novas,The attacks have come at random intervals with no discernable pattern to them. Though obviously intelligent they have never made any attempt to communic ate with us. So far as their motivations are concerned they are every bit as much of a mystery to us now as they were when they first appeared. One thing is certain though; they are the enemy and must be defeated by any way possible."

Admiral Tennyson pressed a button as the main screen behind him changed its image . An S-class NOVA striding though the wreckage of a modern army. Tanks, artillery pieces, rocket launchers, and even the wreckage of helicopters littered the ground. A middle aged man who was wielding omnitrix was standing infront of it, Visibly terrified and his eyes filled with sorrow as his body was trembled with rage

"This is...me?" Ben's eyes widened in realization

"Correct. During the initial incursion there was no option but to use conventional forces against the NOVAs. As I am sure all of you are aware this resulted only in catastrophic losses. All conventional weapons are rendered useless against the NOVA's defensive perimeter, also known as the area of Freezing effect. Artillery shells, rockets, missiles, even small arms fire lose all velocity and simply fall to the ground inert. The Freezing effect can not only halt movement it can also prevent certain chemical reactions such as combustion. Meaning even underground mines placed in the path of the NOVA were rendered inert. It was our sheer luck that Grampa managed to come up a trick under his sleeve " Admiral Tennyson continued as More images appeared. Revealing Ben taking on an S class Nova as ** Humungousaur ** and **NRG**

"I did? Well that makes sense , I can neutralize their freezing using **Clock work. "** Ben retorted

"Not only that Grampa had another transformation besides this ...**Clockwork ** which could hault time . However there are no visuals about it or anyone who saw that form in action are not alive. But rumors say that was one of the most powerful forms of yours. Anyways now see this"

Once more the image changed.

Now what it displayed was a massive sphere of white energy expanding in the midst of a city. The next image was taken from high above. It showed an absolutely perfect circle of blackened earth. There was _nothing _left within the blast radius, not even rubble.

"This is all that was left of the city of Nagoya when an S-class NOVA self destructed. Everything within a five mile radius was vaporized. The first major incursion involved a grand total of six S-class NOVAs who appeared in various locations all over the world over a period of eighteen days. In each and every case the NOVA entered a major population center and self-destructed. Manila, Sao Paulo, Baltimore, Manchester, Milan, St. Petersburg, and Cairo all suffered similar fates. Total casualties worldwide from the first incursion have been estimated at about ten million, the vast majority of whom were unarmed civilians. We _theorize _that they did this because they cannot survive in our atmosphere for more than about thirty hours. They are silicon based life forms as opposed to the carbon based life that evolved here. We also _suspect _that the dimensional transport process that brings them to Earth is one way. Meaning wherever it is they come from once they arrive here they cannot return. So each and every NOVA is sent here on a suicide mission."

Ben started shivering with rage and his fists clenched with anger. The world was facing danger from a foe which was not only hellbent on destroying humanity but there were chances that it could win too. No...Never as long as he was alive it would never happen.

"I will crush and every one of them. I will burn them until their slightest traces vanish from this dimension, I promise you that" Ben spoke with a voice full of determination and rage

"I didn't expected anything less from you Grampa, Now If I am not wrong you still need to touch your device to transform right..."

"Yeah, I was about to get partial master control this birthday but Mal bastard happened" Ben groaned

"Well, So you have to pair up with a pandora so you won't be helpless against freezing" Admiral Tennyson spoke in a serious tone " But with your abilities and looks I think girls will line up to be your pandora" He chuckled at the last part

"I will be glad if you keep me away from all this pandora limiter thing. From what I heard limiters aren't just partners for pandoras and the position I am in it would be better if I don't pair up with someone" Ben sighed

"Well you are strong and if you team up with a strong pandora you will make a great team . Besides..." Admiral Tennyson continued after some hesitation " Grampa I mean Ben even if this isn't your world you shouldn't be alone" Ben looked up and cracked a smile as he saw concern in old man's eyes

"Alright then I don't have grab of how things work her but still let's see what happens but future has in stall for me" He retorted with a grin , He was kinda skeptical around pandoras but he knew that whatever they did wasn't their fault . However being a partner of someone who was capable of being such merciless and hurt opponents like that...was quite unsettling

**Scene change**

"Needless to say Ben Tennyson is very special,

"That is the reason you seven were invited here. I have determined you are the best candidates to partner with him. One of you will be his Pandora."

The girls all looked at each other.

"Uh, pardon me Principle?" Chiffon stepped forward and raised her hand.

"Yes?" Sister Margaret said acknowledging her.

"All the third years here already have Limiters, myself included."

"Then the topic is over " Arnett smirked causing Chiffon to look at her " I don't have a limiter and I won't mind having this handsome"

"Why don't we just decide this with a mini Carnival?" Satelizer suggested. "Last one standing gets to be his Pandora." All habitant's of the room blinked at this.

"Fine by me, I don't think you have what it takes to beat me " Arnett spoke with a proud grin. She was ranked 3 among the 3rd year pandoras and no need to say she was confident in her abilities

"I'll take my chances," Satelizer stated without emotion.

And for the first time Stella and Arnett locked glares both unwilling to back down, Creo stepped forward as if to support her friend

" Sounds good to me! If you so want to get a beat down I will do it with pleasure " Arnett glared at the Untouchable queen who glared in return .

"Well I don't think it would take more than a moment" Creo boasted, She was pretty sure that Arnett can squash untouchable queen even with a hand tied behind her back

"There will be no Carnival and there is to be no fighting between any of you," Sister Margaret declared sternly. " He is not some prize for you to simply win. Partnering between a Pandora and a Limiter has always been a matter of personal choice between the two. Besides he is pretty stubborn and won't apir up with some one just because he was ordered to"

"Then why did you invite us here?" Chiffon asked reasonably.

"As you have seen he is a very unusual case, as such I thought it only reasonable to allow the top Pandoras special access to him. Please do not misunderstand. It is my hope that one of you six will eventually become his partner, but that is a choice for him and the girl to make. I was about to make the same offer to Elizabeth too but as we know she is away on holidays. Anyways I will in no way force him to choose anyone. If he decides he does not want to have a partner at all or should he prefer someone else from the student body and she is willing I will not interfere with his decision. However," Sister Margaret said with a gracious smile. "All of you are extraordinary in your own ways. I fully expect one of you to win him over."

Once more the girls all looked at one another.

"I am very sorry," Chiffon said with a shake of her head. "It's really ...tempting but I would prefer to stay with Eugene but..." She continued with a smile " I would like to see who he pairs up with, I feel he is a very good person and he can be very good limiter too

"I'm also not interested," Creo stated.

"I love Marcus," Tish said. "I'm sorry but I don't want to partner with anyone but him."

"Very well," Sister Margaret said. "If you are not interested you are free to return to class. What about the rest of you?"

The two remaining girls eyed each other.

"I am willing to at least consider him," Stella stated.

"I'm in!" Annette said.

"Very well then, you two come with me and I will introduce you to him."

"But didn't he left a while ago?"

"Well...He is kinda hard to control especially when he is hungry" Sister Margaret shrugged letting out a sigh " But we managed to track him down and convince him once again"

No need to say Yumi- Kim was in cafeteria and dragged our hero back into the office

.

XXX

As our hero left the admiral's office after a long and healthy discussion, He was a little bit surprised to see Sister Margaret waiting for him along with two girls in school uniform. He recognized the blonde immediately. She was Satelizer El Bridgette. Ben blinked as he looked at her blue eyes which lingered with sadness and loneliness . Needless to say other was a pretty redhead who was smiling at him eagerly . She seemed to have an upbeat attitude reminding him of Easter

"Ben" Sister Margaret spoke with a smile " I would like to introduce you to one of our students , This is Arnette Macmillan "

The redhead eagerly stepped forward extending her hand "Hey handsome, I hope the two of us can get along, If you ever want a tour of campus I would be more than happy to show you around"

Ben chuckled at this girls forwardness and gently shook her hand, Her grip was surprisingly strong " What can I say gorgeous! Charmed, I am sure"

Arnette giggled in response, Their interaction didn't go unnoticed by Stella. For some unknown reason Stella could feel anger building up inside of her

"And this must be Satellite" Ben grinned before Sister Margaret can continue, Arnette blinked in confusion, How come this boy already know Satellizer?"

"I... told you to...stop calling me that" Satellizer blushed slightly and looked away as their eyes met

"He he sorry Nice to see you here" Ben chuckled and extended his hand, Towards the surprise of both Sister Margaret and Arnette Satellizer slowly extended her own hand and gave Ben a pretty quick but gentle handshake

"It's a...pleasure seeing you too Ben" She smiled shyly.

"Well Ben, You should go to your dorms , Your classes are going to be commenced at any moment " Sister Margaret spoke as she looked at her watch

"Is it really necessary?" Ben yawned "I am a Do...

"Hope you enjoy your stay at west genetics Ben" Sister Margaret sternly interrupted Ben before he could spill out something which would have been much harder to explain. She and her dad already had a pretty hard time with Chevaliers , They didn't want another problem on their heads

"Yeah yeah" Ben groaned and added with a smile " See ya around Arnette and you too Satellite " and with a wave of hand the wielder of ultimatrix left towards boring classes

Once our hero left , Both girls were dismissed to go back to class. However as they were from a safe distance from the principal Arnette stopped Satellizer in her tracks

"I want you drop out from "Competition" Sophomore" Arnette spoke with a confident smirk as she played with her hair

"Huh? Are you scared of competition so called third year?"

"He he nope, Choosing a limiter has nothing to do with hierarchy otherwise I would have answered your question differently" Arnette giggled and added with a threatening look "Do you really think you can compete against me?"

"I won't lose to anyone even if it is a third year like you"

"Well, Even if the result is pretty evident there won't be any fun without some little competition, May the best pandora win"

"Same here"

**Scene change**

Well, No need to tell classes were super boring. He only managed to stay awake because the teacher was a real hottie, Thankfully the only thing he could see without his eyes getting sleepy. If Gwen ever found out he thought about a teacher like that...He would go two times over Vilgax than facing the angry red head anodite. He wasn't a pervert but still he was a teenager with hormones... Anyways let's drop the topic

Eventually the bell rang and time from hell was over, Thankfully Yu mi Kim didn't find out that he almost fell asleep during the last 10 minutes or she knew that and decided to ignore it. Can't know can't tell. Anyways as soon as the classes were over Ben was called by a familiar voice

"Hey Ben, You were late " Kazuya greeted

"Well, I was preoccupied " Ben sighed and looked up as he saw a blonde standing beside Kazuya

"Hi, You must be the super limiter every one is talking about, I am Arthur Krypton , pleased to meet you " Arthur extended his hand which Ben shook firmly with a smile

"Same here buddy" Ben grinned and asked to both males standing in front of him " Anyone interested in going to grab some food?" Ben grinned

"Good idea" Kazuya said

"Sure , Why not?" Arthur smiled " Let me lead you"

As they arrived at the cafeteria they met girl who introduced herself as Kaho Hiragi Class President. "If you need help with anything please let me know Kazuya and Ben I'll be happy to help you find your way."

It was seemingly delightful to find such helpful person, Wished that he had someone like that back in those days when he was used to be bullied by Cash and JT. However the cafeteria surprised Ben even further , It was buffet style with students permitted to help themselves from a very wide selection of various cuisines.

"Whoa," Kazuya said. "They've got all sorts of food here! Japanese, Chinese, Korean, even French! And it all looks like something you'd find in a four star restaurant. Is this really a school cafeteria?"

"Well of course," Kaho said proudly. "The Genetics academies are the hope for the future of all mankind. Naturally we get special treatment."

"Definitely better than things back home" Ben sighed as he remembered his stay at plumber academy and his Grampa's cooking. Suddenly he blinked as he looked at a corner which had a seemingly very long line

" Hey Kaho, What's that really long line over there for?" Ben asked with curiosity

Kaho looked pained. "Burger Queen, it's more popular than the best gourmet food."

"Man! It would be awesome if they had chili fries and smoothies" Ben sighed causing Kaho to mutter under her breath that some people can be so immature

The four of them filled their plates and sat down together at one of the tables.

"I gotta take this to Ganessa -senpai. She doesn't like the fod they serve in hospital" Arthur said causing Ben to almost choke on his food. Kazuya and Ben shared a look as Kazuya finally asked Arthur

"Is she your partner?" .

Arthur nodded his head looking ecstatic. "She sure is! Genessa Roland she's a second year student and ranked third in her class. She's the best! Smart, tough, driven, and a total babe!"

Ben groaned, He almost felt like smacking his head on the table over and over

"Sounds like you two get along well," Kazuya sweatdropped.

"We sure do!"

"Actually the two of you get along a little _too_ well," Kaho noted. "You're always all over each other."

"That's mean," Arthur complained and after bidding a final farewell to the trio he left. Ben sighed in relief as he turned to Kaho and Kazuya

"So he doesn't know ?"

"Of course he doesn't. The thing you used really made her forget about all that. Btw you were pretty cool back there and the way you said " I am a superhero Ginny" " Kaho said repeating Ben's sentence in a voice like him

"Wow, Nice imitation" Ben chuckled

"But still the things you can do...It's awesome. You are the first ever combat limiter" Kaho asked with an impertinent grin. "I know you just got here but have any older girls caught your eye yet?"

It was natural that she would ask about older girls. In order for a Pandora to activate a Limiter's abilities and form an Einber Set she usually needed to be at least one year older. That didn't fully apply in his case bit of course she wouldn't know that.

"Well actually the Principal introduced me to two girls today."

"Really?" Kazuya said sounding startled. "It's really good, Who did you meet Ben?"

"Who did you meet?" Kaho asked.

" Arnette Macmillan, and Satllizer L Bridgette." Ben noticed Kaho's jaw almost dropped on the floor. "Is something wrong?

"The Principal introduced you to those four?" Kaho gave a low whistle. "Are you some kind of prodigy or something?"

Prodigy? Well that term never suited him. However, He always knew he was special and in this world, He was the one who could change outcome of a battle which would define the future of mankind . Even if he didn't like to fight and just wanted to go home , It was his destiny to battle for others

"I guess I am just...awesome" Ben chuckled causing Kaho and Kazuya to look at each other

"Those four girls are probably some of the top Pandoras you could hope to team up with," Kaho said. "The only ones who would be stronger are the seniors and they're like a reserve army. Most of them are too busy with military training to be dating. Besides which most of them have had the same Limiter for three years and probably wouldn't be comfortable changing." Kaho explained

The word dating kinda confused our hero but he decided to let it be for a while. He took a bite of his food and asked curiously "If it's not too much trouble could you tell me what you know about them?"

"Well… I don't know any of them personally, but they have reputations and are pretty well known around this school." Kaho told him.

"I would appreciate anything you could share with me."

"Annette is the fourth ranked in the junior class," Kaho said. "She has a reputation for being a bit wild and pushing things to the edge. Her limiter just transferred into another genetics. However the way she approached you it seems she is really interested in you. "

"Yes, I noticed." Ben nervously smiled as he recalled the red head pandora.

Kazuya asked "What about Satellizer?"

"The Untouchable Queen?" Kaho shook her head. "You should just go ahead and cross her off your list Ben ."

" Why, Is she a bad Pandora?" Kazuya asked

"That depends of your definition of 'bad Pandora.'" Kaho said. "She is the top ranked second year here and has never lost a single match in Carnival or practice or maneuvers. As far as fighting goes she's already a bit of a legend here and could probably take down most of the third years."

"She sounds amazing and she is pretty too" Ben said and added with curiosity . "Why would you tell me to pass on her?"

"There is more to being a partner with someone than just fighting ability and looks" Kaho said seriously. "They call her the Untouchable Queen because she will attack anyone who physically touches her, even if it's by accident. She absolutely refuses to touch or be touched by anyone."

"You're joking." Ben looked at Kaho's face and she seemed completely serious.

"She spent three weeks in confinement last year for beating up two different boys for _bumping into her in the hall_." Arthur told him. "She is absolutely totally anti-social and refuses to trust anyone, she has no friends and no allies because she attacks anyone who even tries to get close to her. Seriously how could you be a Limiter to someone like that?"

"If she's really that bad why is she still a student here?" Ben asked once again

"She belongs to a very powerful family," Kaho said. "And there is no denying she is very talented when it comes to pure fighting. We are always short of Pandoras and Chevaliers so they tolerate her, but that doesn't mean you can make her a partner. Just forget about her."

"I think it's bad to judge anyone, Every deserves a chance. Besides I shook hands..." Before Ben can complete his sentence a sudden stir in the cafeteria interrupted him. People started jumping out of the way and the line for Burger Queen parting like the Red Sea.

"Move! Get out of the way!"

"Don't touch her absolutely do not touch her!

"Stand back! Stand back!"

"Well speak of the devil," Kaho said.

Ben blinked looking on at the amazing scene. Satellizer L Bridgette was calmly walking up to the counter of the Burger Queen stall deliberately ignoring all the chaos around her as students scrambled to get out of her path. She paid for an order and turned to leave.

"Do you understand now?" Kaho asked. "Do you think you could make her your Pandora?"

" Come on girl ,Give it a break" Ben sighed, While he was not interested in being paired with a pandora. He could see Stella was lonely and needed friends. She didn't seem like an evil person. The way everyone was ignoring her, It seemed he had to do the job himself

"Hey, Satellite..." Ben stood up

Satellizer halted as she heard the familiar greeting and whirled about to look in his direction.

"Would you like to join us?" Ben called with a smile and motioned to the empty seat next to his.

The other students stared at him as if he were insane.

Kaho mouthed the words, 'Are you crazy?' She paled and looked almost ready to faint.

Satellizer gawked at him and seemed every bit as shocked as everyone else. Her face turned a deep red. Without answering him she turned back on her heel and stomped off as quickly as she could almost breaking into a run as she fled the cafeteria.

Ben dumbfounded as he sniffed his armpits " I am damn sure I don't stink, I took a shower just couple of hours ago and applied body spray too".

"Look Ben, Senpai dropped her lunch" Kazuya pointed out, Ben sighed as he walked over and picked up the wrapped burgers.

"Hey at least take your lunch" Ben yelled but the untouchable queen had already ran away, Our hero let out a groan and did the thing which was best to do. He chased after her

**Scene change**

Satellizer sat alone by herself on the school's rooftop leaning into her knees. She kept thinking to herself about what had just happened earlier. She could have accepted Ben's invitation but she was too much embarrassed to do that. Why? Why was she like this?. If things will continue to happen like this Ben would end up with Ben. _  
_

Her train of thoughts stopped as two bags appeared infront of her immediately. She looked up to see Ben kneeling in front of her "I didn't know you would react like this Satellite , Anyways even if you seat with me or not you shouldn't be hungry " Wielder of Ultimatrix spoke with a smile. Satellizer quickly took the bags and looked away

"You know people say weird things about you but I don't care about that. I have never paid attention to them before anyways" Ben put a hand on Stella's shoulder causing her to look up " Cause I think deep down you are a good person, A bit lonely and ... weird but still nice person"

Satelizer was stunned by that, No one ever said that to her. Hearing this from Ben confirmed her beliefs that Ben really was a kind and very friendly individual "

"Thanks, You are the only one who said this to me" She spoke shyly causing Ben to blink. He didn't know why but for a moment he could see Eunice's face in front of him. Eunice...Her name brought back old memories. Despite the fact they could never be together he truly loved the girl and the Unitrix loved him back too. Despite the short time they spent together they shared a beautiful relationship, Unlike Julie

As Ben realised he was staring , He looked away. Fifteen seconds were followed by an awkward silence which was broken by the wielder of ultimatrix

"Hey, I gotta go . My friends must be waiting for me...see ya around" Ben waved as he stood up and started to leave

"Hey wait!"

Ben blinked as he heard Stella calling to him, He stopped and looked back at her again. "Yep ?"

"I didn't say I wasn't interested in being your Pandora!" Stella was not used to pleading with people and so the words came out sounding aggressive and angry. They did not help her cause.

"It's too early for that, I am not even sure I need a pandora or not" Ben sighed " But I am curious why me ?"

His question went to the heart of a lot of her problems and was embarrassing. She answered as best she could. Look, I don't like being touched; it's just how I am. Up until now that was the main reason I hadn't tried to get a Limiter. Since I can touch you and you can use your abilities without a baptism that means you could be my partner."

"Well Honestly I can't, I have an alien who can do freezing. I hate to admit it but I would be helpless against freezing except I use that form to neutralize the freezing area or phase through it."

She felt like he was putting her on the spot and examining her under a magnifying glass. " But still it… it's not really necessary in your case is it? I mean you have your watch and you can be my Limiter even without a baptism, right? "

Ben blinked, She was only interested in him because of his certain alien form or his ultimatrix. Stella didn't seem to be as bad as Kai Green but he could see the similarities

"Umm...Well I don't know about proper things yet. But I would like to take my chances with some one who is ready to perform baptism with me." Ben spoke in a serious tone, He didn't know what baptism meant but whatever it was , It seemed to be a much important thing " Otherwise I and my partner will be at risk if my watch ever mess up or I am caught off guard " He concluded with a sigh

Stella hadn't considered it from his point of view. "Well, when you put it like that I suppose, but I _would _treat you as my Limiter if you would agree to be my partner without a baptism."

"I am sorry but my answer is No," he told her flatly. " I can't be your partner but that doesn't mean we can't be friends " He added with a smile and extended his hand but towards his confusion Stella didn't shook it and turned away

"I should have understood ," she said bitterly. "Why would you want to deal with someone like me when girls are falling all over for you? I thought you were different but in the end you turned out to be a just a typical skirt chaser"

"Look, I am not judging you and similarly you have no right to judge me. So stop jumping on conclusions. Man! I thought you were lonely and needed friends and here you snap on me just because I denied a simple request. This is not a good thing Miss Satellizer El Bridgette" Ben snapped rudely in return

"I needed a partner not a friend, So if you can't be one you have no need to associate with me " She spoke miserably.

"Fine you get off my planet and I get off yours, Have a nice day Miss prude, Hope we don't cross each other's paths again" Ben growled and left quickly

She watched him go as her chest ached for some unknown reason, then slowly trudged back to her dorm feeling even more alone than usual.

**Scene change**

As the wielder of the ultimatrix walked out of the corner he was greeted by Kaho and Arthur who already witnessed the whole scene

"Whoa Ben, I had no idea untouchable queen would do that" Arthur said "But you did a very good thing though by dumping her"

"Yeah, It would be dangerous to pair up with a pandora who won't perform baptism. I mean how can you trust someone without the ceremony" Kaho added

"I dunno, She kinda seemed more sad than angry" Ben sighed " But she shouldn't have spoken to me like that , I am kinda confused why she suddenly snapped at me out of no where? "

"As expected from the untouchable queen, You shouldn't waste your time around her" Arthur spoke with a bit concern " Even if you are some sort of super limiter, You can't take on a pandora like that. She is upset with you and that's not a good thing. Apparently, this one Limiter wanted to pair with her," he paused, "She supposedly denied him but he persisted. And he grabbed her arm as she was walking away and... well, apparently she went berserk. Had it not been for the fact that there was another Pandora nearby who stopped her..." he trailed off, but what the possible outcome might have been was obvious.

Ben was not expecting that. That was indicative of violent, dangerous, and indeed potential unstable behavior. Somehow it reminded him of time when Kevin went berserk . It might be possible that there was another side to her story but still...that was too much

However before Ben can reply, He felt as if two pairs of eyes were watching him. It was pretty natural that you would develope some instincts after years of fighting evil aliens and baddies like Zombozo. He followed his reflexes and looked around him, Finally at his right side he could see a shadow of group of people under a building

"Guys, We are being watched" Ben stopped in his tracks causing Kaho and Arthur to blink, Kaho looked around using her enhanced senses. Her eyes widened as she realised the one who was stalking them was none other than...

Someone began to clap, slowly. Each clap echoed around the courtyard as the sound bounced off the buildings that surrounded it.

"Impressive." A female voice spoke out as the figures emerged from the shadows.

There were four of them. Three males in standard Academy uniform following a female, who was clearly the leader of the group. She had short hair that went a little past her jawline, the color of which he could not tell given the poor lighting. She was also wearing an Academy uniform, but the top buttons were undone revealing a lot of cleavage and the skirt seemed far too short to be appropriate school attire. She had a lollipop in her mouth that she took out and began to lick, her tongue weaving and curling around it as she looked at him.

"Who are you and what are you doing here?" Ben asked in a casual tone.

She smiled. "I am Miyabi Kannazuki, the Liberator of Virtue. Third-year Pandora." She continued to close the distance between them. Each step she took was slow and deliberate. She smirked as she noticed fear in Arthur and Kaho's eyes "Though some may call me the Rookie Limiter Devourer..." she seemed to enjoy that title even more as she said it gleefully and then licked her lips afterwards.

Miyabi finally stopped a few feet away from him, her eyes darting to the revealed gauntlet before returning to meet Ben's gaze. "And you, my dear boy, must be Ben Tennyson . Am I right?"

"Yep, The one and only . Now what do you want" Ben greeted albeit a bit rudely

"Isn't it such a beautiful night?" she asked, ignoring him in return. She continued to lick seductively at her lollipop, this time her free hand began to run up and down her own body, which Ben was trying hard to ignore.

"It is such a lovely time to have a Baptism," she continued, "Wouldn't you agree? We can go to my room"

His eyes narrowed at that. Her intentions were still unclear, but he did not like the way she was talking .

"You see, I like young boys... like yourself. As you can see, I have three here with me already." She waved her hand nonchalantly at the three young men standing some ways behind her. They were glaring at him, though they said nothing.

"What do you want? Spit it out." Ben snapped

Again she smiled. "So direct and forceful. I like that." She licked her lips. "Well, I guess there's no point in prolonging it. I want you, Ben, I want you to be mine. I want you to be one of my Limiters. In return, you will have my... _affections_." She took the lollipop out again and began playing with it using her tongue.

Ben chuckled, While he was admittedly turned on a little by this, he was not about to be seduced by this girl;

"Oh, and I _won't_ take no for an answer." She added, noticing that he had not replied and appeared to be slighlty laughing it over.

"Then I should take my leave, I am kinda hungry, Let's go friends" Ben spoke in a stern tone ignoring Miyabi and turned away

Miyabi lurched forward, her face contorted in anger. "Why you..." but she did not finish that statement as she tried to grab him by his right hand unfortunately by his ultimatrix."

**BOOM**

A small explosion smashed the pandora backwards, She screeched in pain as she was smashed on the wall

"Miyabi- sama..." Her limiters quickly ran to her rescue

"Well the loser knew her place finally, Let's go friends" Ben chuckled and turned to leave but he couldn't move

"You... you... bastard. How _dare _you?! I am Miyabi Kannazuki! You dare refuse me? You insolent... arggh!" she yelled in anger. She looked at her limiters who immediately knew what she meant

"Entering Ereinbar set" Miyabi ordered . Each of Miyabi's limiters set their hands forward as a bright blue honeycomb like aura emerged and covered the ground

"Freezing area activated " All limiters said together

Ben groaned as he stopped in place, suddenly finding himself subjected to a Freezing field. It was decently strong, and that was when he realized that all three Limiters must have cast Freezing on him. He did not like this one bit, his mind springing into action as to what he needed to do next.

Miyabi walked around and appeared in front of him, a maniacal smile on her face as her eyes looked at him with an intense hatred. "I'm going to punish you for disrespecting me in such a fashion. And since I can't have you, well... I'll make sure no one else will." She let out a crazed laugh that echoed eerily around the courtyard.

She slammed a fist into his gut, which hurt a great deal. And then another. And another. She hit him several more times. Each one stronger than the last. It was painful, and Ben felt his bones almost started to break

"Hey Miyabi..."

"What? You want to apologise now, Start with Miyabi-sama I am really sorry for whatever I did, I will never dare to oppose you again" She spoke with a maniacal grin as Ben winced in pain

"He he me and apologise...No chance...Remember Miyabi. No matter how powerful the bad guy seems, The hero always have a trick under his sleeve" Ben chuckled, Miyabi growled angrily and slapped the wielder of ultimatrix

"No one is coming to your rescue, You are powerless as long as you can't touch your gizmo. You are at my mercy Ben Tennyson" She smirked as a dagger appeared in her hand

"I don't think so. **Ultimatrix voice command initiate. Code 00 09 78 Transformation Amphibian"**

**"Voice command initiate" **Mechanical voice replied and towards Miyabi's horror a bright green flash engulfed the area. Suddenly a powerful Blue bolt of elctricity smashed her on the ground

Miyabi cried in pain , her expression turned from murderous smugness to sudden panic. She quickly stood up and daggers appeared out of nowhere around her . They floated for a while and shot towards the Jellyfish like alien

However as they reached him, They passed through his body...like he was a gush of air

Miyabi could not believe it. She had heard of his amazing abilities and that was partly why she wanted him to be her own, but this was beyond anything she could have imagined. She really underestimated the wielder of Ultimatrix

This time, it was Ben 's turn to grin as he floated in the mid air glowing with bright blue charge. Suddenly his body illuminated as if the thunder clapped . Miyabi was forced to close her eyes for a moment and Ben didn't missed the opportunity.

**GRAHHHH**

A powerful bolt of electricity smashed on the limiter hunter this time several times more stronger than she was hit before

She stood up shakingly , Her hairs standing up due to the electricity " I WILL KILL YOU"

"You have to touch me first Bitch" Ben chuckled as his body cracked with electricity, He was at a disadvantage cause he can't swipe forms after using voice command but he was pretty sure he didn't need to

"Well I can't hurt you but..." Miyabi smirked and disappeared, Ben blinked as she suddenly appeared behind Arthur and Kaho. She put her daggers on the necks of both first years

"I can hurt them" She licked her lips as punched Arthur causing him to fell on ground due to pain

"Miyabi, This is between you and me. Don't drag them in" Ben growled

"They are already in" She smirked as she kneed Kaho in her stomach, The first year coughed some blood and fell on ground

"Ben...don't worry about us...Get help..." Kaho muttered but she was interrupted by another punch on face

"Let her go otherwise...

"Otherwise what? I am faster than you and kill them in seconds. Revert back to normal otherwise I will squash this bugs" Miyabi threatened pulling her volt weapon on Arthur's neck

"Argh! Why? Too afraid to fight me one on one..."

"Your time starts now...9...8...7..." Reluctantly Amphibian landed on the ground and reverted back to human. Ben felt his movements getting stiff once again as he fell under the freezing effects

"Now...let them go Bitch..." Before Ben could complete his sentence Miyabi's limiters lunged on him. They started beating him ferociously, Punches , kicks everything they have gotten dog piled on Ben. They undid his pants and kneed him on his shins couple of times. Miyabi laughed as the wielder of ultimatrix cried in pain. After what it felt like hours Miyabi picked up the bruised wielder of ultimatrix by pulling up his air

"I gotta admit you have nearly got me there," She smirked as she slapped him once again. Ben clenched his fists feeling like a looser. Back home he was the superhero. He saved the universe. He defeated the Diagon, Vilgax...He saved his planet multiple time and here he got beaten up and humiliated by a bunch of pricks...WHY? WHEN DID HE BECAME SO WEAK?

" One yes can end all your pain and troubles, I will take special care of you" Miyabi grabbed him by his collar and licked her lips . Ben looked up at her, He could feel a couple of his ribs were broken, His hand may have got a partial fracture. He couldn't almost feel his right leg. He also got couple of black eyes but still...He was the Ben 10...He never gave up...Never ever

"Go TO HELL BITCH" He spit on her face, Miyabi cried in outrage and grabbed Ben's head smacking it on the ground. Arthur and Kaho looked at him with pity and pain being unable to help Ben . Tears veiled in Kaho's eyes... realizing they were partially responsible for what was happening to Ben

"People like you don't die by cutting their throats, They die the day they bow in front of others . You will serve me" She yelled as she slashed apart Ben's jacket revealing his bare back with a flash wound.

"Let's put you out from your misery " She took out a stigmata from her back and was about to place inside the wound on our hero's back but suddenly...

Ben's body started glowing with pink aura. Before Miyabi could do anything the pink jet of energy smashed her backwards. Ben's fists clenched and he slowly started to get up . When he opened his eyes...

...

...

Time itself seized to stop

**Heya guyz...I didn't like writing those scenes...I honestly don't like when Ben gets beat up but don't worrry Ben will take the revenge and as you can see Miyabi ...is a goner**

**Regarding Satellizer...well I didn't follow the canon but Don't worry. She will clear up things with Ben soon. The problem is that she called Ben a skirt chaser...Hmm...But don't worry the almighty author has a nice idea. But I would feel grateful**

**I am having a hard time incorporating Kazuya in the story, But hey its not my fault that guy do next to nothing**

**So guys what to do next? Any ideas or suggestions regarding the plot?**


End file.
